Ben 10 Remnantverse
by Animan10
Summary: Ben Tennyson, wielder of the Omnitrix and savior of the universe, had just got home from his galaxy-wide road trip. After an adventure like that, Ben was ready to take some down time. However, it seems the Omniverse has other plans for him. When he is pulled into the world of Remnant, he might just be what they need to build a better future. Dead due to tech issues and no interest.
1. Chapter 1: So Long, Earth

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension

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Chapter 1: So Long, Earth

In the town of Bellwood, an orange space ship had begun to descend after returning from a summer long, galactic road trip. As it approached the ground, the ship transformed into a similarly colored plumber's truck with a logo that read "Max's Plumbing" on each side. The trucked parked on the side of the road and the passenger seat door opened, revealing the savior of the universe and bearer of the Omnitrix, Ben Tennyson, or Ben 10.

Stepping out of the truck, Ben pulled a black and green backpack out with him as he disembarked. "Are you sure you do not want me to drop you off at your house?" Ben's partner, Rook Blonko, asked from the driver's seat.

"Nah," Ben replied, "I kind of want to what around town to see the sighs after being gone for so long."

Rook smiled as he said, "Then I will see you tomorrow for patrol, partner."

"You too, dude."

Having said their goodbyes for the day, Ben began his tread through Bellwood while Rook drove off to return to his quarters at the Plumber Base in orbit around Earth. A few minutes into his walk, Ben noticed a plume of smoke coming from Mr. Baumann's shop. "This can't be good," Ben said to himself as he hurried over to the store.

When he got to the store front, Ben noticed several alien cars parked haphazardly just outside the store. "This is Ben Tennyson to Plumber Base," Ben said into his Omnitrix on his left wrist, "requesting back-up at Baumann's store. Over." Ben ran through the entrance of the store and found it flooded with alien criminals. At the counter overlooking Mr. Baumann was the gang leader, Psyphon. Seeing that Mr. Baumann was in trouble, Ben called out, "Mr. Baumann, don't worry, I'll take care of this."

Psyphon heard Ben's calls to the shop owner and directed his attention at the galaxy renowned hero. "I knew you would come here if we created a commotion," Psyphon said.

"Ben, get out of here before you wreck my store again," Mr. Baumann said, knowing that something of his gets destroyed every time he came in contact with his next door neighbor.

"Don't worry, Baumann, he won't be staying for long," Psyphon said as he aimed a rather large black and red gun at Ben.

"Nice new toy, are you going to destroy me with it," Ben said jokingly.

"On the contrary, this is as special Quartz Cannon. You want to see what it does?" Psyphon said as he fired at Ben.

Ben tried to reach for the Omnitrix and transform, but the beam from the hit him before he had the chance. While the beam did not hurt, something didn't feel right to Ben as he was surrounded by a red light. When the light dimmed, there was no trace of Ben anywhere. It was as if he had disappeared into thin air.

Psyphon cheered at his success, but his celebration was cut short when a line grabbed the Quartz Cannon out of his hand and returned it to the launcher, Rook, who had arrived with several other Plumbers, including Ben's grandfather, Magister Max Tennyson. The Plumbers quickly arrested all of the gang members in the store and forced them into transport shuttles to process them on the Plumber Base. Rook and Max took the opportunity to demand for Psyphon to reveal what he had done to Ben. Psyphon simply laughed as he said, "I sent him to a place where you will never find him. At least not in this universe."

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Hey there. This is my first published story on this site. Please leave a review and some criticism if you feel inclined. I will not promise to make regular updates since time is not something that can always allow them, but I will update when I can.


	2. Chapter 2: Hello Remnant

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

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Chapter 2: Hello Remnant

In a dark alley, a red light flashed, seemingly out of nowhere. When the light dimmed, Ben stood in its place, still in one piece and with his backpack from his road trip to boot. Ben looked around to get his baring and then attempted to contact Plumber Base, but found that he could not get a signal. "Okay, this is weird," Ben said to his self. He then looked up, and noticed that it was night and the moon was not the one he was familiar with. Rather than the giant, round, white rock he knew, Ben saw a moon that looked like his own but blown apart. "So I'm not on Earth and I can't contact any Plumber Base, so I must be in another dimension," Ben said, "Should I hope there is an alternate me in this world or not?"

Deciding to worry about that later, Ben made his way out of the alley and saw a group of five men in matching uniforms, save for one in a bowler hat, enter a shop with a sign that read 'From Dawn till Dust'. "Just the outfits they were wearing spell trouble," Ben though as he followed, "and I mean that in every sense of the phrase." He stopped at the front of the store and looked into the shop window, wanting to make sure that he wasn't just getting the wrong idea. His thoughts were conformed when he saw the shopkeeper being held at gun point while several of the thugs grabbed the crystals and colored sand in the store.

Seeing as it was indeed a robbery Ben went into the store, surprising the criminals in the middle of their heist. "You are planning to pay for all of this stuff, right?" Ben asked. The man in the bowler hat and obvious leader of the group found Ben's statement rather humorous, but not because it was a good quip. "You think you're some kind of hero?" the leader asked, probably wanting an excuse to hurt someone. Ben just smirked, knowing he could take these guys down easy once he transformed into an alien, so long as he did not get 'The Worst,' 'Walkatrout,' or some other alien he had yet to discover or lacked any special powers.

Their talk was interrupted when one of the grunts went up to his boss. "Hey boss, there is someone else in the back," the grunt said as he motioned to the back.

"Do your job and deal with it, if you don't mind," the leader said as he face palmed. The grunt nodded in understanding before leaving to do what he was told. The leader than turned to the rest of the grunts and said, "The rest of you, take care of this one," referring to Ben.

As the three other grunts approached him, Ben reached for the Omnitrix, not intimidated by them in the slightest. However, before he could even touch the faceplate, the most unexpected thing happened. The grunt that went to the back earlier suddenly flew from the back of the store and out the window. He was then followed by a red blur. The whole event grabbed the attention of everyone present, Ben and the thug leader included. The grunt stopped on the street, incapacitated, and the red blur that was undoubtedly responsible landed next to him.

Now standing still, Ben was able to recognize the blur as a person wearing a red cap and hood which covered his or her face, although the black skirt with red trimmings made it rather obvious it was a girl. In her left hand was a large red sniper rifle that promptly transformed into a scythe with a large crescent shaped blade. The person turned to the store and removed the hood, confirming Ben's suspicions that the person was a girl. Based on her face, Ben figured she was around the age of fifteen years old. She had short, black hair with a few red highlights and sliver eyes.

After taking a second to let the initial shock ease away, the leader of the thugs took the opportunity to get his grunts back on track. "Okay, get them," he said in a tone that made it less like and order and more like a reminder that they were in the middle of a job. Realizing that he said "them," Ben tried to activate the Omnitrix to defend himself, but was pulled away by the girl at an incredible, inhuman speed. She set him aside on the other side of the street before returning to the fight.

Using her scythe as a gymnastics bar, the girl spun around on the horizontal handle and kicked the first thug in the face. Using the momentum, she then dislodged the scythe, put it over her shoulders and landed next to the second thug with end of the scythe without blade right next to his head. She the fired a shot from the scythe's still functioning rifle addition and let the recoil propel the bottom of the scythe into the thug's skull. She then dodged the third thug who tried to attack her with a sword and brought the blunt end of the scythe on his head, knocking him out. The thug that she had thrown out the window earlier managed to get up again and fired a machine gun at her. She once again used the recoil of her weapon to propel herself and dodge the bullets. She then rocketed towards the thug and knocked him in the air with the bottom of the scythe. Once he was in the air, she used her momentum and scythe to swing herself around again to kick the thug one last time.

Ben could hardly believe what he was seeing, and he was the kid that turned into aliens and saved the universe on multiple occasions. This girl in front of him right now had just taken down four criminals with ease, and she was just a seemingly regular human. She was moving so fast that she could have given XLR8 a run for his money, pun completely intended. Ben wondered if the world he was had some sort of special circumstance that made people a lot stronger, like the Nanites in Rex's world. Hopefully, he found answers soon.

The last grunt landed at the feet of the man with the bowler hat, who looked down on him, both figuratively and literally, in disappointment. "You were worth every cent, you truly were," he said with rather obvious sarcasm. He then turned to the girl in red.

"Well, 'Red,' I think we call all say it's been an eventful evening. And as much as I'd love to stick around, I'm afraid this is where we part ways," he said as he aimed the bottom of his cane at her. The bottom of the cane flipped up, revealing it to be a reticle and a hollow barrel. The cane then launched what appeared to be a firecracker. She once again used the recoil of her weapon to dodge over the projectile, which exploded upon landing on the ground.

After landing on the group, she noticed the man in the bowler hat trying to get away via a fire escape of a nearby building. "You okay if I go after him?" she asked the shopkeeper who had just stepped outside. The man gave a small nod and she took off running after the criminal.

Finally snapping out of it, Ben picked himself up off the ground and joined in the chase. "No way am I sitting on the sidelines for this," Ben said to his self. Activating the Omnitrix, Ben scrolled through the various aliens available to him in the holographic, wheel shaped catalog. When he found the alien he was looking for, he pressed the sides of the watch to lock in his choice. The hologram disappeared and the faceplate pulled back, revealing the Omnitrix core imprinted with the galactic peace symbol (a green hourglass on a round, black base), rose up. "It's hero time!" Ben yelled as he slammed the core back down, engulfing himself in a green light.

Finally reaching the top of the building, the man in the bowler hat began to run for the other side when the girl in red landed on the roof behind him. "Hey!" she called out to get his attention. He stopped just at the edge of the roof, but didn't turn to face her. "Persistent," he muttered.

Suddenly, a tilt jet rose from behind the building and the man got on board while it was still flying. Once on board, he yelled, "End of the line, Red!" He then pulled out a red crystal and tossed it at her feet. Afterwards, he fired his cane at the crystal, intending to let it explode at her feet. The girl braced for the explosion, but never felt the impact. She looked up to find that someone had protected her.

The person in front of the girl was a middle aged women with light-blond hair tied up in a bun, bright green eyes, and rectangular glasses. She appeared to have been casing some sort of magic spell, creating a magic circle that protected them both. Once the blast faded, the magic circle did as well. She then fired several purple magic bullets at the aircraft, attempting to stop the vehicle and the criminals inside from getting away.

In the vehicle, the bowler hat man struggled to keep his footing from the impacts that the blasts caused. "You might want to take off now!" he yelled at the pilot. The vehicle began to ascend higher into the air. Neither the women nor the girl wanted the criminals to get away, but there was no way either of them could stop the vehicle without destroying it and causing major collateral damage. Neither of them had any idea of what to do.

Suddenly, what appeared to two arms made of red, yellow, and blue building blocks stretched, or rather built, in an arc over the two females' heads and grabbed the wings of the tilt jet. The hands then built themselves up even more, creating loops that latched on to the wings. Everyone present turned their attention to the source of the arms and found what appeared to be a gorilla-like creature made of the same blocks with green eyes and the galactic peace symbol on his chest. "Hey hotshot, that's far enough," Ben, now in the alien form he called Bloxx, quipped.

With a firm grip on the aircraft, Ben began to reel in the vehicle and its occupants. Seeing that he was helping them, the women and the girl began to fire on the aircraft to disable it. Realizing he himself was outmatched, the man in the bowler hat ran into the cockpit with the pilot. "We have trouble," he said to the pilot. Although the pilot was shrouded in shadows, it was clear that it was a woman with burning red eyes. The women got out of the pilot seat to take care of the problem while the man in the bowler hat took the control controls.

Now standing at the door of the aircraft, the mysterious women fired off two fire balls from her palms at Ben's arms, seemingly out of nowhere, setting the vehicle free. Ben retracted his broken apart arms with a panicked "Ow ow ow ow ow ow ow" before shaking off the pain and rebuilding his hands.

After flexing his fingers to make sure nothing was wrong, he quickly turned his hands into two cannon barrels and connected them to his back with two chains of bricks. He began firing several bricks at the tilt jet that exploded on contact in a final attempt to stop the jet from getting away. The women and the girl on the roof followed suit, but it was no use. Once the jet was high enough, its engines shifted to a forward position, propelling it away and out of sight and range of fire.

Seeing that he wouldn't be able to catch them even if he transformed into a flier, Ben transformed back into his human form. "Yeah, you better run!" he yelled, as if the criminals could still hear him. Now standing on the roof in his human form with the other two females who tried to stop the criminals, Ben noticed that the girl in red was looking at him with wide eyes filled with awe. "That was amazing!" she squealed. She ran up to Ben and began to hop in place in his face as she ran off a string of questions. "Who are you? Where are you from? How did you do that? Was that a special technique? Can you teach me? Was it a special weapon? Are there more of them? Where can I get one? Is there only one? Would you mind if I try it?" she rambled at a speed so fast that it took Ben a second to register what she said. Ben chuckled at her antics a bit. He had to admit; it was pretty cute and reminded him of when he was ten.

As soon as she finished rambling, she also took notice of the older women who cleared her throat to make her presence known. "Oh yeah, you're a huntress, right?" the girl asked with the same excitement. She then approached the older woman, still with a face of pure excitement and fascination. "Can I have your autograph?" she asked eagerly.

While Ben has had his fair share of autograph requests since his secret identity was revealed to the world, he has never arrested a fan and locked them in an interrogation room. At the moment, Ben and the girl in red were sitting at an interrogation desk as they were being lectured by the huntress, as the girl called her. "I hope you two realize that your actions tonight will not be taken lightly," she said seriously as she paced around the room.

"But they started it!" the girl said in a somewhat afraid tone.

"Come on, we stop a robbery and we get put on trial? How is that fair?" Ben asked in a bit of annoyance.

"You two put yourselves and others in danger with your actions," the huntress argued.

"One, that's what heroes do, put themselves in danger to help other. Two, there was no one else on the street, so how did we put anyone else in danger," Ben defended.

"What he said," the girl said meekly.

"What about the collateral damages from your fights. In addition, both of you charged in recklessly, disregarding superior numbers and power," the huntress added.

"I'm pretty sure four grunts don't count as 'superior power'. She took them down easily," Ben said, pointing a thumb at the girl next to him, who smiled at his complement, "And what about you? What about the collateral damages from your fight, Ms…"

"Goodwitch, Glynda Goodwitch," the huntress said, identifying herself, "and I only got involved to protect the two of you, whom were dealing with forces you shouldn't have."

"So, are you going to throw the book at us or not, Ms. Goodwitch," Ben said as he leaned back into his chair. Glynda sighed at Ben's stubbornness, causing the girl in red to tense up. "If it were up to me, you'd both be sent home with a pat on the back…" she said calmly, which in turn calmed the girl.

"And a slap on the wrist!" she added firmly, enphazising her point by hitting the table with her crop, surprising the girl.

"Not like I give myself both of those ten times a day," Ben muttered to himself sarcastically.

"But, there is someone here to see you. Wait here," Glynda said as she exited the room quietly.

Once she left the room, Ben leaned on the table and let out a heavy sign. This adventure was going just as well as the last time he was pulled into another dimension that didn't seem to originate from a fork in the time stream. He figured that if he was going to be stuck in this dimension for a while, he might as well become a bit friendlier with at least some of the local.

"She sure knows how to deal with people," Ben said sarcastically to the girl.

"She didn't have to be so aggressive," the girl said, "Thanks for helping me with that."

"Just doing my job," Ben said with a grin, "By the way, I'm Ben, Ben Tennyson."

"I'm Ruby, Ruby Rose," the girl now known as Ruby said, returning the smile, "Did you really mean what you said about my fighting skills earlier?"

"Why would I lie? I've never seen anyone take down bad guys so quickly and stylishly," Ben said genuinely.

"Thanks, you weren't bad yourself," Ruby said, "How did you do that stuff back there anyway?"

Before Ben could answer, a middle aged man with silver hair, brown eyes, and tinted glasses walked into the room with Glynda walking in behind him. "Something tells me I'm going to have to spill the beans in a second anyway," Ben whispered to her before returning to a normal sitting position.

The man came up to the two teens and looked closely at Ruby. "Ruby Rose," he said, causing her to tense up a bit, "You… have silver eyes." Ruby was left a bit dumbfound at the comment, not sure how to respond to it. The man then turned to Ben before saying, "And I believe you are Ben Tennyson?" A "Yes" was all Ben could muster given the situation.

Glynda pulled out a sizable, handheld device with a touchscreen and showed the two teens a recording of the incident earlier. How they got footage of it, Ben had no idea. It was about as strange as the time the Vengers tried to make him look bad with some poorly edited video of him speaking to them even though they had no recording equipment. Ben's thoughts were interrupted when the man continued the interrogation with a not-so-simple question for the two of them, "So, would the two of you please explain how you were capable of such feats?"

"You should get her story first," Ben said pointing to Ruby, knowing that his story would leave them too confused to pay attention to her story if he went first.

"S-signal Academy," Ruby said a bit hesitantly.

"They taught you how to use one of the most dangerous weapons ever designed?" the man

"Well, one teacher in particular," she clarified.

"I see," the man said as he put a plate of cookies down in front of them. Ben and Ruby both took a cookie hesitantly, with Ruby quickly stuffing the rest of the plate in her mouth after eating her first. Ben didn't realize the girl could eat fast too.

"It's just that I've only ever seen one other scythe wielder of that skill before," the man continued, "A dusty old crow…"

"Faff miy uncil crof," Ruby said with her mouth still full of cookies, much to Ben's entertainment and Glynda's disapproval. Ruby quickly swallowed and tried again.

"Sorry, that's my uncle Qrow. He's a teacher at Signal. I was complete garbage until he took me under his wing. Now I'm all like…" Ruby said as she proceeded to strike several poses and make sound effects to prove her point, forcing a quiet chuckle out of Ben.

"So I've noticed," the man said as he sat down in front of them, "And what is an adorable girl, such as yourself, doing at a school designed to train warriors?"

"Well, I want to be a huntress," Ruby said with caution. Ben was instantly reminded that Glynda was referred to by Ruby by the same title.

"You want to slay monsters," the man confirmed.

"Yeah, I only have two more years of training left a Signal, then I'm going to apply to Beacon. You see my sister is starting there this year, and she is trying to become a huntress, and I wanna become a huntress so I can help people. Our parents always taught us to help others, so I thought 'might as well make a career out of it'. I mean the police are alright, but hunters and huntresses are just so much more romantic and exciting and cool and… well ya' know?" she said the third highest amount of enthusiasm that Ben had seen all night, the top two also coming from Ruby. Glynda just rolled her eyes at the outburst, clearly not seeing the job in the same light that Ruby did.

"Do you know who I am?" the man asked Ruby.

"You're Professor Ozpin, you're the head master of Beacon," Ruby answered.

"Hello," Ozpin said as he properly introduced himself with a smile.

"Nice to meet you," Ruby said as politely as possible.

"You want to come to my school?" Ozpin said as he looked straight into her silver eyes.

"More than anything," she answered.

"Well… okay."

Ozpin then turned in his seat and faced Ben, leaning his elbows on the table. "So, what is your story, young man?" Ozpin said patiently.

"Well, things might get a little weird. My story is pretty wild," Ben said in a warning tone.

"Try me," Ozpin said confidently.

Sighing, Ben began to explain himself. "I'm not from around here," he said, "I'm from another dimension."

Ben paused for a moment to gauge everyone's reactions. Ruby looked like a little girl hearing a fairy tale for the first time, looking on for more details. Ozpin stayed completely looking stoic, but looked like he was just as eager to learn more as Ruby. Glynda however looked like she just heard the worst lie anyone had ever made up in the history of the Omniverse, not that Ben blamed her.

Ben then placed his left wrist on the table, displaying the Omnitrix for all to see. "My watch here is called the Omnitrix," Ben explained, "it was created by the leader of one of, if not the, most intelligent alien species in the galaxy, the Galvin, as a symbol of galactic peace, harmony and understanding. I found the prototype in a crash-landed pod when I was ten and learned it could turn me into different alien species from across the galaxy. Eventually, I convinced the creator, Azmuth, I was a worthy wielder by using it as a tool to become a superhero, something that never occurred to him, the smartest being if three (arguably five) galaxies, and he gave me this final version once he completed it."

"That is awesome!" Ruby cheered.

"That is completely ridiculous. You must be joking," Glynda said in outrage.

"Miss. Goodwitch, please, his story seems viable enough, given how other worldly his abilities appear to be," Ozpin said in Ben's defense.

Seeing that she still didn't buy his story, Ben selected an alien on the Omnitrix and held out his wrist with the primed device to the skeptical huntress. "If you still don't believe me, I'll transform right now. Just slap my wrist," Ben challenge, "you did say you would have sent us home with a pat on the back and a slap on the wrist if you had things your way." Hesitantly, Glynda gently slapped the Omnitrix, core, causing it to activate and engulf Ben in a green light.

When the light subsided, in Ben's seat was a small, gray, thin, bipedal frog with green eyes in a green and black jump suit. Ben had taken on the form of a Galvin, which he nicknamed Gray Matter. Ben jumped on the table and explained to everyone present all they needed to know about the species that he was allowed to tell them. He even demonstrated his intelligence by preforming the Hephaestan Neuro Grip on Ruby and pinching a few other nerves to instantly heal her.

After he finished his performance, Ben stood on the table and requested Glynda to tap the Omnitrix on his back to change him back. Once she did, Ben transformed back into his human form, but hit his head on the overhead light when he returned to normal size. "Probably shouldn't have been standing on the table when I did that," Ben said as he rubbed his head and got off the table.

"I believe you have shown us enough proof that you are telling the truth," Ozpin said, continuing the interrogation, "Care to tell us why you are here in this dimension?"

"Not my fault, some crime boss shot me with something he called a Quartz Cannon and I found myself here," Ben explained, "I'm sure the Plumbers are trying their best to get me home though."

"How exactly is a group of water pipe maintenance worker supposed to get you home?" Glynda said skeptically.

"Not those kinds of Plumbers. The Plumbers I'm taking about are a galactic police force that my grandpa Max, a couple of my cousins and I work for," Ben explained, getting a bit annoyed of that same mistake people make.

"In the meantime, I have a proposition for you," Ozpin said, "I would like you to come to Beacon. We can provide you with a place to stay, any living necessities you may need, information about our world, and you can continue your hero work in this world. All I require is that you attend our classes and follow campus guidelines."

"Well, I've got nothing better to do at the moment," Ben said as he leaned back into his chair, "When's the first day?"

"Tomorrow," Ozpin said with a bit of a smirk.

Ben suddenly shot out of his seat and looked at Ruby with a pleading look. "You think I can borrow some school supplies," he asked sheepishly.

"Sure," Ruby said before suddenly smirking ", if you get me my own Omnitrix, or at least let me borrow yours."

"Sorry, no can do," Ben said with little sympathy, "The Omnitrix is locked to my DNA so only I can use it, and the last guy who tried to make his own copy of the Omnitrix with the exact same schematics ended up stuck with my human form as the default form, plus he's now trapped in eleven year old version of me with messed up colors."

"Well it was worth a shot," Ruby said before she and Ben started laughing. Looking at the two new students, Ozpin knew it was going to be an interesting year.

On the Earth Plumber Base, Blukic and Driba, Earth's pair of Galvin scientists, were currently examining the Quartz Cannon that the Plumbers confiscated from Psyphon. While the two were members of one of the most intelligent species in the galaxy, they were rather dimwitted for Galvin standards. Regardless, the two were still rather capable scientist and came through when they had to. Unfortunately, they were having a bit of difficulty figuring out the weapon in front of them.

"Have you two found anything out yet?" Max said as he entered their lab with Rook.

"Not much," Blukic said with a bit of disappointment.

"The weapon uses the same technology that we use in teleporters, with an additional enhancement," Driba explained ", It appears to use the special properties in quartz crystals to send targets to other dimensions."

"Is it possible to track down pervious targets and retrieve them?" Rook asked.

"Definitely… Probably… Maybe," Blukic said as he adjusted his hat to hide his face.

"Well, that not very reassuring," Max said, worried about Ben.

"Perhaps I can be of some assurance," a voice said from outside the lab.

The Plumbers present turned around to see a middle aged man with a white coat and cybernetic arm standing in the doorway.

"Professor Paradox, it is a pleasure to meet you again," Rook said politely.

"This is perfect, you can help us with the Quartz Cannon, or better yet get Ben back for us," Max said with relief.

"I could," the time walker said cryptically.

Rooks noticed this and spoke his disappointment, "But you will not."

"Unfortunately, you are right. Ben's presence on the world he has been sent to may change it for the better," Paradox explained, "To remove him from it know would surely result in a less fortunate future for that world and its people."

"So why did you come now?" Max asked confused.

"To ease your worries of course," Paradox said, "As well as to tell you that if Ben needs any extra help from outside that dimension, I will bring them there, and that extra help may very well include you. So please, leave that Quartz Cannon alone before you hit someone."

Blukic and Driba, who were still fiddling with the weapon, quickly stepped away from the device. The two gave everyone a sheepish smile as Paradox left in a flash of light, his work done for the time being.

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Hey there, I hope your enjoying the story so far. If you have anything to say about the story, please leave a review. If you have any ideas for the story, just let me know in a review. Just remember to be respectful in what you write.


	3. Chapter 3: Welcome to Beacon

Before you get to the story, some of you have brought to my attention that this story is very similar to another story on this site, "RWBY and Emerald", especially with the use of Bloxx as the alien to fight Torchwick. I will admit that this story was inspired by that one, but I had no intention of making it a carbon copy. The main reason I used Bloxx was because he seemed like the best fit for the situation, while still giving the villains a chance to escape. Of course, Ben has other aliens with similar powers like Upgrade and Goop, but Upgrade would have been able to end the fight, and thus the story, right there while Goop is more often used for his liquid nature and acidic properties. Bloxx was the only alien I could immediately think of with a skill set that would not make the fight an easy win, or be unsuitable for the job. From here on out, I will do what ever I can to further differentiate my story from previous stories.

Also, free artificially flavored Tiffin Mr. Smoothie Smoothie for anyone who notices the song reference in the last chapter.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

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Chapter 3: Welcome to Beacon

The next day, Ben and Ruby were on line to board the aircraft that would take them to Beacon. During their wait, Ben was sharing many stories of his adventures as wielder of the Omnitrix. Ruby was awestruck by all of Ben's feats, especially the ones he accomplished when he was only ten years old. "I never would have thought a ten year old kid would be able to do any of that stuff," Ruby said in pure amazement.

"I don't think anyone would believe it at first," Ben replied, "But enough about me. How do you think your sister will react to you going to the same school as her and going two years early?"

"I called her last night already. She sounded pretty excited. She was especially excited to meet you in person."

"You told her about me?" Ben asked surprised.

"Yeah, but don't worry, I told her to keep it a secret, at least for now," Ruby said reassuringly.

"Anything else I should know about your sister?"

"Well, her name is Yang Xiao Long, she's caring, affectionate, and strong. I'm sure you'll get along just fine, just don't touch her hair. She is extremely prideful of her long blond hair," Ruby said, making sure to emphasize the last point.

After a little more waiting, the two teens finally got on board the aircraft and not too long after, they took off. The two teens were currently standing on the lower viewing deck, trying to find Ruby's older sister. Suddenly, Ruby found herself caught in of the tightest bear hugs she had even felt or Ben has ever seen. "Guess this is her," Ben thought to himself.

"Oh, I can't believe my baby sister is going to Beacon with me! This is the best day ever!" the girl hugging Ruby said, conforming Ben's assumption.

"Please stop," Ruby gasped, struggling for air.

"But I'm so proud of you!" Yang said as she let Ruby go.

"Really Sis, it was nothing."

"What do you mean? It was incredible! Everyone at Beacon is going to think you're the bee's knees," Yang said encouragingly.

"I don't want to be the "bee's knees", okay? I don't want to be any kind of knees! I just want to be a normal girl with normal knees," Ruby said, trying to get her sister to stop being so excited.

While Yang did calm down, it was not because Ruby told her to. Rather, she calmed down because she noticed Ben standing behind Ruby. She walked up to him and held out a hand to get introduced.

"So, you must be the shape shifting superhero from another dimension, Ben 10. I've heard a lot about you from my sister and I'm sure she's told you about me," Yang said smirking.

"Well, Ben 10 is my hero name. My real name is Ben Tennyson, but yeah. It's nice to meet you Yang Shao Long."

"Same, thanks for helping my sister last night."

"No problem, she did most of the 'beating up bad guys' part anyway. I was just trying to keep their boss from getting away."

"Mind showing me how exactly you did that stuff?" Yang asked expectantly.

Ben took a double take at the viewing deck of the ship. While it wasn't too overcrowded, there was still a considerable amount of people present. If he transformed now, there would surely be a few panicked reactions to a boy suddenly turning into a creature made of fire and charcoal, he knows he did. Not only that, many of the students for Beacon were armed and since it was such an exclusive school, they were bound to be strong.

"Maybe when there are fewer prying eyes," Ben suggested, "I would rather not be held at gunpoint and swamped with questions."

"I guess that makes sense, wouldn't you agree, Ruby?" Yang asked her sister, only to find that she was staring off into space. Realizing she would have to bring her back to reality, Yang pulled Ruby's hood over her face, causing her to panic in a rather comedic manner before pulling the hood back off, now listening to the conversation.

"What's with you? Aren't you excited?" Yang asked half concerned, half encouragingly.

"Of course I'm excited... I just...," Ruby said as she sighed, "I got moved ahead two years. I don't want people to think I'm special or anything."

"But you are special," Yang said wrapping an arm around her.

"And I'm pretty sure she didn't mean that in a 'your my sister' way," Ben added.

The group's conversation was cut short when the noticed a report from the Vale News Network. On several screens on the ship, the reported described the events of the incident last night, excluding the involvement of Ruby and Ben. They also identified the escaped criminal, one Roman Torchwick, and displayed a mug shot of him without his bowler hat. The news then shifted to a story about a Faunus civil rights protest that was interrupted by a group of radical protesters known as the White Fang who, while once peaceful, turned violent.

This new information concerned Ben a bit. While he now knew the name of the Torchwick character, he also now knew of a violent, radical group that hurt others in the name of civil rights. He had to say, this world was a lot more out of whack than he originally thought, and he figure it was out of whack just from having a blown apart moon. However, Ben's thoughts were interrupted when the news report was cut off and holographic images of Miss Goodwitch appeared in the screens' places.

"Hello, and welcome to Beacon!" the hologram said.

"Who's that?" Yang asked curiously.

"I am Glynda Goodwitch," the hologram said as if answering Yang question.

"Oh."

"You are among a privileged few who have received the honor of being selected to attend this prestigious academy! Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world," the hologram said before disappearing.

"Well, she seemed nice," Yang commented.

"Trust me, she's no Good Witch of the North," Ben whispered into Yang's ear.

"What's that suppose to mean?" Yang asked confused.

Suddenly, Ruby, among other students, ran over to the windows of the viewing deck, with Ben and Yang not too far behind. Once at the window, Ben was surprised at the view of Vale that the aircraft provided on the route to Beacon. While it was nowhere near the most amazingest thing anybody has ever seen (that honor goes to the creation of the universe) it definitely came close.

"Oh, wow! Look, you can see Signal from up here!" Ruby exclaimed "I guess home isn't too far after all!"

"Beacon's our home, now," Yang corrected.

"Man, this view is amazing," Ben commented.

Suddenly, the group's thoughts were interrupted when they heard the sound of groaning from across the room. They looked to the direction of the sound and found a blond boy hunched over who then ran by them in a panic, clearly feeling sick.

"And the moment passed," Ben said, feeling a strange sense of déjà vu.

"Well... I guess the view isn't for everyone," Yang said, rolling her eyes.

"It was a nice moment while it lasted," Ruby said, trying to sugar coat the situation.

Just a few miles ahead of them, the group and everyone on board were able to see a large, castle-like structure just beyond a body of water. The building was none other their destination, Beacon Academy, in all its glory.

"I wonder who we're gonna meet! I just hope they're better than Vomit Boy," Ruby said, before noticing something on Yang's foot, "Oh, Yang, gross! You have puke on your shoe!"

"Gross, gross, gross, gross, gross, gross, gross, gross!" Yang yelled in a panic.

"Get-Get away! Get away from me! Get away from me! Get away from me! Get away from me!" Ruby yelled, just as panicked.

"You know, this reminds me of the time my partner Rook and I visited Peptos 11, home of the Gourmands," Ben said reminiscing.

When the airships had finally docked at the school, all the students began to disembark, with Ben collecting his single backpack and Vomit Boy puking in one of the trash cans just outside of the airship. As Ben, Ruby and Yang made their way towards the school building itself, they stopped to admire the building.

"Wow…" they all said in unison,

"The view from Vale's got nothing on this!" Yang said impressed.

"Why couldn't my school back home have a view like this," Ben said.

Suddenly, Ruby noticed several of the weapons held by other students. She instantly began to lose focus and started rambling on about them.

"Oh my gosh, sis! That kid's got a collapsible staff! And she's got a fire sword!" Ruby said as she tried to get closer to get a better look before being pulled back by Yang saying, "Ow! Ooww!"

"Easy there, little sister," Yang said, trying to control her sister, "They're just weapons!"

"'Just weapons'?" Ruby said in disbelief, "They're an extension of ourselves! They're a part of us! Oh, they're so cool!"

"Well, why can't you swoon over your own weapon? Aren't you happy with it?" Yang questioned.

"Yeah, I mean, your weapon is pretty impressive. Not as impressive as Rook's Proto-Tool or the Omnitrix, but still," Ben added.

"Of course I'm happy with Crescent Rose!" Ruby said as she took said weapon out, "I just really like seeing new ones. It's like meeting new people, but better..."

"Nice to know that meeting me falls below seeing new weapons on your favorite experiences list," Ben said sarcastically.

"You know what I mean," Ruby defended.

"Ruby, come on, why don't you go try and make some friends of your own?" Yang asked as she playfully pulled Ruby's hood over her face.

"I already have you two," Ruby said as she pulled back her hood.

"Well…," Yang began with a somewhat guilty tone as she was surrounded by several other students, "Actually, my friends are here. Gotta go catch up. 'Kay, see ya, bye!"

With that, Yang and the rest of her friends ran down the road to the school at a breakneck pace, leaving Ben and Ruby in the dust. The sudden change in movement caused Ruby to spin around, losing her sense of direction and Ben to lose his balance and nearly fall over. "And I thought Ruby could move fast," Ben thought to himself as he regained his balance. Ruby on the other hand was not so lucky.

"Wait, where are you going?! Are we supposed to go to our dorms? Where are our dorms? Do we have dorms?" Ruby called out as she stopped spinning, "I don't know what I'm doing..."

As Ruby finished her sentence, she fell backwards into a luggage cart filled with a pile of white suitcases. The suitcases were sent flying, falling all around Ruby in the general area. Said incident, of course, did not go unnoticed by the owner of said suitcases, who was now standing over Ruby.

"What are you doing?!" said owner screamed in anger.

"Uh, sorry!" Ruby said as she prospered herself up with her arms. When she did, she saw the owner of the bags to be a girl Yang's age with white hair pulled in a ponytail on the right side of her head, dressed in a pure white blouse and skirt.

"Sorry?! Do you have any idea of the damage you could have caused?" the girl asked, clearly still mad.

"Come on, it was an accident," Ben said as he handed the girl one of her bags.

"Give me that!" the girl said as she snatched the bag away and pulled out a bottle from it, "This is Dust - mined and purified from the Schnee quarry!"

"Say what now?" Ben asked obliviously.

"What are you, brain-dead?" the girl asked as she shook around the bottle, "Dust! Fire, water, lightning, energy! How have you not heard of it?"

"Because we don't have it in my dimension," Ben wanted to say, but kept his mouth shut to spare the girl's sense of comprehension.

"Are you even listening to me? Is any of this sinking in? What do you have to say for yourself?!" The girl continued, shaking the bottle even more, letting some of the Dust slip out.

The Dust flew into Ruby's face irritating her nose. Ben noticed this and knew what was about to come next, but he never expected it to be blown to such large proportions. As soon as Ruby sneezed, she accidentally activated the Dust, causing a sizable but isolated explosion to go off, engulfing the three teens. The girl in white dropped the bottle of dust in the explosion, which rolled to the feet of another girl nearby reading a book.

The girl had long, black hair which was tied up in a black bow on top of her head. She wore black low-heeled boots and stockings, black ribbons on both of her arms, with a black detached sleeve and a silver band on her left arm. She also had a black buttoned vest with coattails, and a white sleeveless undershirt that exposes part of her midriff with white shorts that may be connected to her shirt, although it is partly obscured by the vest and a pair of white shorts. The girl in black picked up the bottle and turned to the scene that the bottle had originated form.

"Unbelievable! This is exactly the kind of thing I was talking about!" the girl in white said even angrier.

"I'm really, really sorry!" Ruby said in an extremely apologetic tone.

"Ugh, you complete dolt! What are you even doing here? Aren't you a little young to be attending Beacon?"

"Your only two years older than her at best," Ben thought to himself.

"This isn't your ordinary combat school. It's not just sparring and practice, you know! We're here to fight monsters, so... watch where you're going!" the girl continued.

"Hey, I said I was sorry, princess!" Ruby yelled, finally feed up with her.

"It's heiress, actually," the girl in the bow said as she approached, gaining the attention of the three teens, "Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world."

"Finally! Some recognition!" the girl know known as Weiss said with a smug grin.

"And people tell me I have a big ego," Ben thought to himself.

"The same company infamous for its controversial labor forces and questionable business partners," the girl in the bow added.

"Wha- How dare you- The nerve of... Ugh!" was all Weiss could say as she took the bottle from the girl in the bow and left in a huff, her helpers collecting the rest of her luggage.

"I promise I'll make this up to you!" Ruby said before sighing, "I guess I'm not the only one having a rough first day... So, what's…"

Before Ruby could finish her sentence, she realized that the girl that helped her was already leaving. Ruby and Ben didn't even get her name. Exhausted by the last few minutes of unwanted excitement, Ruby fell to the ground on her back.

"Welcome to Beacon," Ben said with a bit of disappointment as he looked over her. As he looked on, he noticed a shadow loom over Ruby. Catching his attention, Ben looked up to see a boy with blonde hair holding out a hand to help Ruby up.

"Hey... I'm Jaune," the boy said.

"Finally, someone with manners," Ben said to himself.

"Ruby," Ruby introduced herself as she took Jaune's hand and stood up.

"And you?" Jaune said turning to Ben.

"Ben, Ben Tennyson," Ben said he shook Jaune's hand.

Once introductions were finished, a though occurred to Ben, "Aren't you the guy that threw up on the ship?

"All I'm saying is that motion sickness is a much more common problem than people let on!" Jaune said in an attempt to defend his self as he, Ruby, and Ben wandered the campus.

"Look, I'm sorry! Vomit Boy was the first thing that came to mind," Ruby apologized with a laugh.

"Oh, yeah? What if I called you Crater Face?" Jaune countered.

"If this is turning in to a nicknames contest, you two might want to stop before I decide to join," Ben said, knowing his alien names were pretty awesome, at least in his opinion.

"Hey, that explosion was an accident!" Ruby defended, "And I seriously don't need a nickname from you, Ben."

"Well, the name's Jaune Arc! Short, sweet, rolls off the tongue - ladies love it!"

"Do they?" Ruby asked with a bit of skepticism.

"They will! Well, I-I hope they will. My mom always says that... Never mind," Jaune stumbled, deciding to try and avoid the subject.

"As a guy who has had multiple relationships and several girls chase after him at once, not a smart thing to say in front of a girl, dude," Ben said.

"So you've made the same mistake before?" Ruby asked, pushed the subject.

"I'm shutting up now," Ben quickly said before he dug himself in a deeper hole.

Deciding the boys had had enough humiliation for the time being, Ruby decided to change the subject. As for the subject itself, he chose one that she personally wanted to focus on.

"So... I got this thing!" Ruby said as she pulled out Crescent Rose and stabbed it into the ground.

Awestruck, Jaune asked, "Whoa! Is that a scythe?"

"It's also a customizable high-impact sniper rifle!" Ruby explained, before noticing Jaune's confusion.

"It's also a gun," Ben explained to him, having experience with explaining things in layman's terms such as expressions for Rook.

"Oh. That's cool!" Jaune said.

"What about you?" Ben asked.

"Oh! I, uh...," Jaune stumbled as he pulled out his weapon, "I got this sword!"

"Ooooohh!" Ruby said in excitement.

"Yeah, and I've got a shield, too!" Jaune added as he grabbed the sword's scabbard and expanded it into a shield.

"You can't beat the classics," Ben commented, though he has seen and even held more impressive swords.

"So, what do they do?" Ruby asked as she touched the shield.

In reaction to Ruby touch, the shield began to expand and collapse between scabbard and shield mode. In the process, Jaune lost his grip of the shield, juggling it a bit before gaining control of the item. Once he had it under control, he collapsed the shield into a scabbard one last time before returning it to his belt.

"The shield gets smaller, so when I get tired of carrying it, I can just... put it away...," Jaune explained in a somewhat embarrassed tone.

"Wouldn't it still weigh the same?" Ben questioned.

"Yeah, it does..." Jaune said dejectedly.

"Well, I'm kind of a dork when it comes to weapons, so... I guess I did go a little overboard when designing it," Ruby said with a giggle.

"What – you made that?" Jaune said genuinely surprised.

"Of course!" Ruby said, "All students at Signal forge their own weapons! Didn't you make yours?

"It's a hand-me-down," Jaune admitted, "My great-great-grandfather used it to fight in the war."

"Sounds more like a family heirloom to me," Ben said with a laugh, "not that there's anything wrong with that."

"Thanks," Jaune said as he sheathed his sword ", What about you, Ben? What is your weapon?"

"I'll show you it eventually. Let's just say you'll see it in time," Ben said, winking at Ruby.

Ruby laughed as they continued to wander the campus.

"So why'd you help me out back there? In the courtyard?" Ruby asked Jaune.

"Eh, why not? My mom always says, 'Strangers are just friends you haven't met yet,'" Jaune said with a shrug.

"Looks to me like you've got the heart of a hero," Ben said encouragingly.

"Hmm," Ruby said as she looked around ", Hey, where are we going?"

"Oh, I don't know! I was following you two," Jaune admitted, "Y-You think there might be a directory? Maybe a food court? Some kind of recognizable landmark? Is, uh... Is that a 'no'?"

"That's a 'no'," Ruby said with a laugh.

"It's official, we all have a horrible sense of direction," Ben joked.

* * *

Thanks for reading. Leave a review if you feel like it. It gives me a lot of incentive. I already have several chapters written but I would like to keep a buffer.

Once again, sorry if my story looked like I was plagiarizing. It was not my intent and I will do what I can in the future to keep my content unique.


	4. Chapter 4: Settling In

Hey everybody, welcome back. I hope your ready to see more of what Remnant has in store for Ben. Now before we get to the story, I would like to address a few topics that have appeared in the reviews, regardless of how few of them there actually are.

First, I would like to reiterate that I had no intention of plagiarizing the preexisting work "RWBY and Emerald". This story was simply inspired by the other. Since they are two different takes on a "what if" situation, it is only natural that they share some similarities. I promise that any similarity with the preexisting work were unintentional. This story will continue to deviate from the other story and the gap will only get larger in this chapter. by the next chapter, the story will have taken a different path from "RWBY and Emerald".

Second, some of you may have been wondering if I was going to do any pairings. For in-universe pairings, I will keep those a secret since some spoilers for how Ben might change the path the world of Remnant takes. For crossover pairings, there will be a not-so-well-hidden hint as to what pairing(s) I will be doing. There will be a note at the end of the chapter for those of you who do not pick it up.

Now, without further ado, on to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 4: Settling In

As Ben, Ruby, and Jaune continued to wander the campus, they eventually found themselves in the amphitheater. Most of the other students had gathered there already crowding the area for orientation. After scanning the area, Ruby noticed Yang waving to them not to far away.

"Ruby! Ben! Over here! I saved you two a spot!" Yang called out, still waving.

"Oh! Hey, w-we gotta go! We'll see you after the ceremony!" Ruby said to Jaune as she grabbed Ben by the back of his shirt and dragged him along.

"Is the dragging really necessary?" Ben asked, surprised that Ruby's small figure could let her drag him so easily. He knew she was strong, but he didn't think she was this strong.

"Hey, wait!" Jaune called out. However, he realized they were already long gone and let out a sign.

"Ah, great. Where am I supposed to find another nice, quirky girl to talk to?!" Jaune said as he walked off to find a spot to watch, not noticing the redheaded girl a bit behind him take notice of his presence.

Making their way through the crowd, Ben and Ruby managed to reach Yang. Ben was no longer being dragged at this point, as he got Ruby to let him go and started to walk on his own feet.

"How's your first day going, little sister?" Yang asked with her arms crossed.

"You mean since you ditched me and I exploded?" Ruby asked with a small hint of anger.

"Yikes! Meltdown already?"

"Not exactly," Ben said with a bit of caution.

"No, I literally exploded a hole in front of the school! And there was some fire, and I think some ice...?" Ruby said, a bit unsure her memory.

"Well, I don't remember any physical ice, but there was defiantly some sort of cold feeling," Ben said, referring to how cold Weiss had acted to them.

"Are you two being sarcastic?" Yang asked with a smile.

"Do we sound sarcastic?" Ben said with some sarcasm before adding, "don't answer that."

"I wish! I tripped over some crabby girl's luggage, and then she yelled at me, and then I sneezed, and then I exploded, and then she yelled at me again, and I felt really, really bad, and I just wanted her to stop yelling at me!" Ruby rambled on, her voice breaking a bit near the end and failing to notice said crabby girl approach behind her.

"You!" Weiss yelled, scaring Ruby into her sister's arm in bridal position.

"Oh, God, it's happening again!" Ruby said with a bit of fear.

"Where did you come from?" Ben asked, just as surprised as Ruby.

"You're lucky we weren't blown off the side of the cliff!" Weiss yelled at Ruby, disregarding Ben's question.

"Oh, my God, you really exploded..." Yang said astonished.

"Told ya," Ben said.

"It was an accident. It was an accident!" Ruby said as she got out of Yang's arms, only to be cut off when Weiss held out a pamphlet in her face with the words "Dust for Dummies."

"What's this?" Ruby asked confused.

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product. Although not mandatory, the Schnee Family highly encourages their customers to read and familiarize themselves with this easy to follow guide to Dust applications and practices in the field," Weiss said as her voice got faster and higher pitched with each word, as if she was being played back on a tape recorder in fast forward.

"Uuhhh...?" Ruby said, still confused.

"You really wanna start making things up to me?" Weiss asked.

"Absolutely?" Ruby said a bit unsure.

"Read this, and don't ever speak to me again," Weiss said as she handed the pamphlet to Ruby.

"Look, uh, it sounds like you two just got off on the wrong foot. Why don't you start over and try to be friends, okay?" Yang suggested.

"Yang as much as I love to play peace keeper, I don't think this is a battle we can win," Ben whispered.

"Yeah! Great idea, sis!" Ruby said, clearly not hearing Ben, "Hello, Weiss! I'm Ruby! Wanna hang out? We can go shopping for school supplies!"

"Ten Lien says Weiss answers sarcastically and an addition ten lien if Ruby doesn't pick it up," Ben whispered to Yang.

"You must really love the number ten. I'll take that bet," Yang whispered back confidently.

"Yeah! And we can paint our nails and try on clothes and talk about cute boys, like tall, blond, and scraggly over there!" Weiss answered, with Jaune taking noticed but missing the not-so-thinly laced sarcasm.

"That's one win for me," Ben whispered.

"Wow, really?!" Ruby said excitedly, clearly missing the sarcasm. Yang silently handed Ben the twenty Lien.

"No," Weiss said bluntly, causing Ruby to look at the floor depressed.

The group of teens' attention was suddenly taken away from their personal conversation when Professors Ozpin and Goodwitch walked on stage. Ozpin prepared the microphone at the front of the stage, making sure it was working properly. Once he was sure the microphone was working, he spoke into it to address the new students.

"I'll... keep this brief," Ozpin started, "You have traveled here today in search of knowledge, to hone your craft and acquire new skills, and when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you, and all I see is wasted energy, in need of purpose, direction. You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step."

Once Ozpin finished, Glynda stepped up to the microphone as he left and said, "You will gather in the ballroom tonight; tomorrow, your initiation begins. Be ready. You are dismissed."

With orientation over, the students began to disperse. Most of them left to explore more of the school while other stayed to discuss the meeting.

"He seemed kind of... off," Yang commented.

"It's almost like he wasn't even there," Ruby added.

"Not the most encouraging speech I've heard recently," Ben said.

"I'm a natural blond, you know!" Jaune said to Weiss off handedly, clearly still unaware of her sarcasm in her earlier comment.

Ben tried to signal Jaune to abandon his wooing attempts, but his messages failed to inform him. Weiss simply face palmed at Jaune's antics. See that they had some free time before they had to go to the ballroom; Yang grabbed Ruby and Ben by the back of their necks and started to drag them out of the auditorium.

"Yang, what are you doing?" Ruby said in a panic, trying not to get strangled by her hood.

"You two said you would show me Ben's secret and I think now is the perfect time," Yang said joyously.

"Is the dragging really necessary?" Ben said, struggling.

The three teens left the auditorium without another word. After a moment of silence, Juane asked to no one in particular, "What just happened?"

At a more isolated courtyard of the school, Yang continued to drag Ben and Ruby. Once she was sure they were out of sight, she let go of her sister and the hero form another dimension, much to their relief.

"Yang, you have got to stop doing that," Ruby said, catching her breath.

"Seriously, I don't need to be dragged everywhere. I have two perfectly good feet," Ben complained.

"Sorry, I just really wanted to see Ben transform," Yang apologized.

"If that was the case, you should have just asked," Ben said as he touched the Omnitrix and began to cycle through his aliens.

"Ben, are you sure this is a good idea?" Ruby asked.

"Everyone is going to find out eventually, I might as well show at least a few people right off the bat so more people can answer the multiple question I'm going to get."

"That watch is what lets you transform?" Yang asked, observing the Omnitrix.

"Yup," Ben answered ", I got the prototype by accident during summer vacation when I was ten and became a superhero, took it off and retired when I was eleven, put it back on when it recalibrated when I was fifteen to stop an alien invasion, lost it to an alien warlord, destroyed it with its self-destruct feature, got a somewhat less than optimal replacement called the Ultimatrix when I was a few months from being sixteen, and got this final version of the Omnitrix a little under a year ago."

"Man that is a lot of equipment changes," Yang commented.

"Why did you retire?" Ruby asked.

"I'd… rather not talk about it," Ben said as he directed his attention to his wrist.

Ben had to make sure he made a good first him impression when transforming, so The Worst and Walkatrout were definitely out. He also didn't want to draw to much attention to himself so Way Big and Humongousaur were also out. He also knew that he couldn't turn into Alien X otherwise he would have to debate with Serena and Belicous (Alien X's other two personalities) to do anything, including talking and changing back. Ben decided to pick one of his classic aliens since nothing beat the classics. As long as he didn't turn to Gray Matter, Ripjaws, or Wildmutt, he should be fine. Finally deciding on an alien, Ben locked in his choice, causing the core of the Omnitrix rose out.

"You two might want to stand back," Ben suggested.

Ruby and Yang complied, taking a few steps back as Ben raised his right hand over his head. He then slammed his hand on to the core, pushing it back down and activating the transformation, engulfing him in a green light. When the light subsided, in Ben's place was a humanoid alien made entirely of burning charcoals with a flaming head and the Omnitrix core imbedded on his chest. The form was none other than Heatblast, the very first alien Ben had ever transformed into.

After striking a heroic pose, Ben looked at the two sisters to gauge their reactions. Ruby reacted exactly as he expected her to. After seeing him transform for the third time in the last two days, see was still as energetic as she was when she saw him turn human again after meeting Bloxx. The fact that Heatblast is a whole new alien for her was definitely a bonus in the amazing department.

Yang on the other hand looked like she was in a mixture of amazement and shock. After hearing her sister on the phone, she was already convinced that Ben could shape-shift. However, she did not expect his transformation to be so drastic. It was one thing to change his shape, but to change the composition of his body was a whole other thing. If Yang's jaw could have dropped any lower, it would have hit the ground and bounced off the cliff, all the way back to the city of Vale.

Seeing their reactions, Ben smiled a bit to himself before asking the girls what they thought of his transformation.

"This is the most amazingest thing I have ever seen," Ruby said, jumping up and down.

"One, that's my line, you stole it. Two, this is the third time you've seen one of my transformations," Ben said, holding up his figures as he counted.

"I have to say, this is a lot more than what I expected," Yang admitted, putting her hands on her hips, "You got a name for it."

"Sure do," Ben said, "I call this form, Heatblast. This is the first alien I ever turned into."

"Well, can he bring on the heat?" Yang challenged, "How about a little spar to see if Heatblast here can actually blast any real heat?"

"I'm not sure this is a good idea," Ruby said, hiding under her hood.

"I know it isn't," a voice said from behind the teens, one that they all recognized.

The three teens turned around to see Professor Goodwitch standing behind them. She had her arms crossed and her face clearly indicated that she was not the slightest bit happy. She gave the three teens a stern look before readjusting her glasses before speaking.

"Mr. Tennyson," she said, "Professor Ozpin would like a word with you."

"Right," Ben said, not feeling like being yelled at by a teacher.

"Also, please change back to human before you attract any unwanted attention, or worst burn the school down," Professor Goodwitch added.

Seeing that he was still Heatblast, Ben gave the thought of turning human again and the Omnitrix instantly deactivated. Now human, Ben rubbed the back of his head as he followed the teacher.

"Funny thing is, I accidentally caused a forest fire the first time I was Heatblast," Ben said to Ruby and Yang as he left.

"Man, you were right. She really isn't a Good Witch of the North, although I still don't know what that is suppose to be referencing," Yang said once Glynda was out of hearing range, causing Ruby to giggle.

After taking a very long and very boring elevator ride, Ben and Glynda were in Professor Ozpin's office. The trip was so boring that Ben had to resist every urge to fiddle with the elevator control, knowing that pushing the buttons for the other floors would only make the trip longer. The office was a rather large room with several gears and clockworks at work. The roof was a glass dome and the back wall was a single window which appeared to be a functioning clock face. In front of the window was a single desk, where Ozpin sat.

"Nice to see you again, Ben," Ozpin greeted, "Please, take a seat.

"Don't mind if I do," Ben said as he sat down, "So, what's this all about."

"I just wanted to inform you of tomorrow's initiation test," Ozpin explained, "You see, the academies across Remnant have a special quota system, and with the addition of you and Miss Rose, we have exceeded our quota by one."

"I don't see the problem," Ben said confused, "I thought this arrangement was to give me a place to stay while I try to find a way home."

"Well, during the initiation test, students are given a task and assessed. Their assessments not only determine whether or not they belong in Beacon, but also arrange them in teams of four," Ozpin continued.

The realization suddenly hit Ben as he said, "So you're saying that by letting me come in, you're now three people short of a full team."

"Which is exactly why you will not need to take the initiation test, nor will you be put on a team," Professor Goodwitch said as she joined Ozpin behind the desk.

"Not only have you proven that you are capable based on your stories, this will also prevent any complications when you eventually return home," Ozpin added, "By not being on an official team, we will not have any undersized teams when you return home."

"I guess that makes sense," Ben said as he leaned back in his chair.

"You will be provided a personal dorm which will be ready after the test. You are also welcome to watch the test with the professors. In addition, after teams are made, you are welcome to accompany any team on their future missions," Glynda went on.

"So, what kind of test is it?" Ben asked curiously.

"It is a field test, where the student will have to retrieve artifacts from a forest filled with the Creatures of Grimm," Glynda explained.

"That doesn't sound like something kids should be doing," Ben said bluntly.

"Says the boy who claims to have been fighting evil from both Earth and space since he was ten years old," Ozpin said with a smirked.

"Hey, I'm armed with the most powerful device in my universe. I don't think anything on Remnant can compare to level 20 alien technology," Ben argued ", Most of the stuff on Remnant is similar to the stuff on Earth, and the most advanced Earth technology is only level 4. Earth itself is only and level 2 technology planet, the Omnitrix is literally 10 times more advanced than common Earth technology."

"Fare enough," Ozpin agreed, "Regardless, applicants for Beacon are all trained in lower grade warrior schools, as I'm sure you remember Miss Rose mentioning Signal academy. All of these students are well prepared."

"Well, when you put it like that," Ben said reluctantly.

"As for other matters, you will need to prepare a presentation for everyone in Beacon explaining yourself," Ozpin continued, "Everyone will learn of your abilities eventually, you might as well answer all of their main concerns all at once."

"I'll work on that," Ben assured.

"In addition, we are also providing you with a Scroll and Beacon Academy Uniform," Glynda said, holding out said items for Ben to take, "We would not want you to be unprepared for life here in Remnant, nor would we want you coming to classes in your normal… attire."

Ben looked down at his green sneakers, brown cargo pants, and black T-shirt with a vertical green strip down the middle and along the shoulders and sleeves with a white "10" print. In his bag, he also had a white hoodie that he sometimes wore with a green zipper, two green stripes on the forearms, and a green "10" print on the left side of the chest. In hindsight, his normal outfit would probably not be the best for such an exclusive school. Ben wondered if this was how Gwen felt going to a prep-school in high school.

"Is there anywhere I can get a few more of these?" Ben asked, holding up the uniform.

"The school store sells them at a low price," Glynda responded.

"Now, if you have no more questions, I believe we are done," Ozpin said, "You are dismissed, Mr. Tennyson. You want to keep Miss Rose waiting."

"You don't seriously think we would be a couple after meeting just the other day? I have a girlfriend back home," Ben asked hoping he was joking.

"Why not? Red and green are complementary colors," Ozpin said, "A red rose cannot bloom without vibrant, green leaves."

"Tell that to my evil twin," Ben said.

"Come again?" Glynda asked, stunned.

"I'll tell you some other time," Ben said as he left.

"He certainly is a strange on," Glynda said offhandedly.

"Yes, but defiantly someone the world might need," Ozpin agreed.

After his visit to Professor Ozpin's office, Ben told Ruby and Yang the news about the initiation test. While they were a bit disappointed that they wouldn't be able to be on the same team, Ruby being more upset than Yang, they were happy to hear he could still unofficially team up with them. Ben spent the next couple of hours until nightfall getting acquainted with some of the other students. Among the students he met were Nora Valkyrie and Lie Ren. Nora was a redheaded, cheery girl who wore mostly pink while Ren was the complete opposite, a black haired, stoic boy who wore mostly green.

When the sun set, the ballroom was filled with cots and was divided with a boys' side and a girls' side. While getting ready for bed, Ben, Ruby, and Yang also got acquainted with the girl in the bow that stood up for Ruby earlier, Blake Belladonna. Of course, they also had another unfortunate run in with Weiss, who did nothing but attack Ruby, just like before.

While lying down on his cot, Ben noticed a familiar voice ask for his attention. Looking up, he saw that Jaune had asked if he could take the cot next to him. Ignoring Jaune's embarrassing night wear, Ben gave the cot to him with no argument.

"So, what was it that you had to do in such a hurry this morning?" Jaune asked.

"Yang just wanted me to show her something. It was nothing special," Ben answered.

"Really, because I followed you guys out of curiosity, and you seemed a little… different," Jaune said carefully.

Seeing that Jaune had found out his secret, he decided to try to ease him in. After making sure he wouldn't freak out, Ben explained to Jaune his whole situation with the Omnitrix and his origins being from another dimension. Jaune surprisingly took it very well, even asking for more information. Unfortunately for Jaune, Ben said he would have to wait for tomorrow when he told the rest of the school. With that promise for more details made, the two boys went to sleep, awaiting the day that their year at Beacon truly begun.

* * *

I hoped you found that enjoyable. For those of you who are just that inapt at finding obvious hints, the crossover pairing will be BenXRuby, but it will be onesided with Ruby having the slowly developing crush. The reason for this is because my personal headcanon is that Ben and Kai became a couple some time after "The Most Dangerous Game Show", which would lead to the events that resulted in Biomatix Ben 10000. I just really like that future for Ben and it is the only known canon possible future that has any likeliness of of coming true since OG Ben 10000 had the prototype Omnitrix and Ultimate Ben 10000 had a recalabrated Ultimatrix.

Also, I would like to apologize for taking so long to specify which of his 16-year-old outfits Ben was wearing. It didn't occur to me until I was writing this chapter. I just really liked the Omniverse designs and Omniverse as a whole. Yeah I said it. What are you going to do about it?. On the bright side, id differentiates this story form "RWBY and Emerald" even more since Ben is in his UAF outfit in that story.


	5. Chapter 5: Firefight in Emerald Forest

Welcome back for the next chapter. I hope you enjoy this one. Sorry if updates end up slowing down for a while. While I do have a buffer for future chapters to be posted, and a considerably large one at that, my beta, who will remain anonymous, has been having trouble getting back to me on a couple of chapters. I need feedback (not the alien) in order to make proper edits and revisions before posting.

Also, a few of you have asked if Ben will be able to become a Grimm. The short answer is "no". The long answer is, if there was some sentient species other than humans on Remnant, then Ben could possibly gain a form of that species since the Grimm are feral and seem more like a species you would find in the Nemetrix.

Now, on to the disclaimer and chapter.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 5: Firefight in Emerald Forest

The next day, all of the new students had gathered on a cliff overlooking a forest in preparation for the initiation test. Professors Ozpin and Goodwitch stood in front of the students with their backs to the cliff while the students were all lined up on individual, square, metal tiles. Not too far behind them was Ben who had a bag of scrap parts and tools with him, which he requested from the school, to help him prepare for his presentation while he watched the test.

"For years, you have trained to become warriors, and today, your abilities will be evaluated in the Emerald Forest," Ozpin said as he explained the test.

"Now, I'm sure many of you have heard rumors about the assignment of 'teams.' Well, allow us to put an end to your confusion. Each of you will be given teammates... today," Glynda added.

"These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well," Ozpin continued, "That being said, the first person you make eye contact with after landing will be your partner for the next four years."

As Ozpin explained, Ben noticed Ruby get more and more stressed. Undoubtedly, she was probably worrying over the whole team assignment system. Ben knew that she was bad with people, but he didn't think it was this bad. He only hoped that Ruby got a team she could work with.

"After you've partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path... or you will die," Ozpin continued, causing Jaune to make an audible gulp sound at the last statement.

"You will be monitored and graded through the duration of your initiation, but our instructors will not intervene. You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one and return to the top of the cliff. You will guard that item, as well as your standing, and grade you appropriately. Are there any questions?" Ozpin finished.

"Yeah, um, sir?" Jaune said, raising his hand.

"Good! Now, take your positions," Ozpin said, completely ignoring Jaune's raised hand.

Everyone but Jaune struck a pose on their tiles, as if preparing for something out of the ordinary. Jaune on the other hand continued to raise his hand, still trying to ask a question.

"Uh, sir? I've got, um... a question," Jaune said.

As he spoke, Jaune failed to notice that Weiss, who was on the opposite end of the line-up was catapulted by her tile, which turned out to be a spring board, into the forest. In addition, each of the other springboards launched their students in succession, with Jaune completely oblivious as he tried to get his question answered. Ben noticed this, and debated whether or not to warn him. On one hand, Jaune's reaction was bound to be funny. On the other hand, he wanted Jaune to at least know he was going to be thrown off a cliff. Ben continued to debate this as Jaune continued to speak.

"Man, I'm acting more indecisively than Serena and Belicous," Ben thought to himself as he was reminded of the two personalities of his Celestialsapian form, Alien X, whom he share control with.

"So, this landing... strategy thing... Uh, wha-what is it? You're, like, dropping us off or something?" Jaune asked.

"No. You will be falling," Ozpin answered plainly.

"Oh, uh, I see... So, like, did you hand out parachutes for us?"

"No. You will be using your own 'landing strategy.'"

"Uh-huh... Yeah. So, what exactly is a landing strategYYY!..." Jaune screamed as he was finally launched into the forest with the other students.

Professor Ozpin's only reaction to this was to take a sip of his cup of coffee. Meanwhile, Ben was rolling on the ground in a fit of laughter. He had spent so much time debating he missed his chance warn Jaune. He was glad he did though, since hearing Jaune scream like that was totally worth it.

Once he regained his composure, Ben took the bag of scrap parts and tools and dumped the contents on the ground. He then dialed in an alien on the Omnitrix and activated it. In a flash of green light, Ben had turned into Grey Matter. "Better get started," Ben said to himself as he grabbed a piece of old machinery and one of the many tools at his disposal.

After a couple of minutes of working on his device and switching between several of his mechanical genius aliens like Gray Matter, Brainstorm, and Jury Rigg, Ben finally finished his device. It was sure to make him introduction to the school one they will never forget. After cleaning up after himself, Ben joined Professors Ozpin and Goodwitch to watch the test. Looking over their shoulders at their Scrolls, Ben noticed that the only student who did not reach the forest temple yet were the kids he had meet so far and a red-haired girl in Romanesque armor who seemed to be partnered with Jaune.

The two teachers turned off their live feeds of the test and noted that the test should be over soon as it shouldn't take long for the rest of the student to find the temple and collect their artifacts. The two teachers turned to leave for the school as Ben followed them. But something stopped Ben dead in his tracks.

Before they could leave the vicinity of the cliff, they all heard a rather girly scream coming from the forest. Being all familiar with hero work, everyone present knew that some was in desperate need of help.

"Someone has to help whoever just screamed," Ben insisted out of worry.

"It is not that simple," Glynda explained, "The rules specify that while the teachers will monitor the test, no teacher will provide any assistance."

"Only the students can help one another," Ozpin added.

Ben gritted his teeth in anger at the predicament. His hero's complex got the better of him as he gripped his hands in two very tight fists. Suddenly, a thought appeared in his head.

"Wait a second," Ben said out loud, "I'm a student. I can help them."

"But you are not supposed to take the test," Glynda countered.

"Technically, we agreed that Ben did not have to take the test since he will not be assigned to a team. We did not specifically say he could not participate in the test," Ozpin said with a smirk directed at Ben.

Ben noticed this and returned the smirk as he ran for the cliff. "Come on, Jetray," Ben said as he activated the Omnitrix. When his transformation finished, Ben noticed that had caused the Omnitrix to mistransform again. Instead of the red, bipedal, stingray-like alien, he was an orange, humanoid, pterodactyl-like alien with a jetpack. "Astrodactyl is good to," Ben said with a habitual squawk as he took off into the forest. Ozpin just smile somewhat fondly at the sight while Glynda put her hand to her face in frustration.

After flying around for a bit, Ben noticed something in a clearing a little ahead of him. In the center was a stone structure not dissimilar to Stonehenge with several pedestals in it. On a few of the pedestals were several chess pieces. Ben also noticed everyone who was still taking the test was gathered there, as well as a few uninvited guests.

The two monsters present were what Ben assumed to be Grimm. Both were mainly black and appeared to have white bones and spikes protruding out of their bodies and seemed to wear white masks with red markings. On the ground was a scorpion-like Grimm whose tail was caught in some ice, probably made by Weiss. Circling above the group was a giant bird-like Grimm.

Ben noticed that the bird-like Grimm was starting to dive down on his fellow students. Acting quickly, Ben flew at top speed and formed one of his energy whips. Just before the Grimm dropped below the tree line, Ben reached it and lashed it away from his friends. "Oh no, you don't," Ben said with a squawk as he steadied his flight and hovered in place.

With the Grimm now making a temporary retreat, Ben turned to check on the students. "You guys okay?" Ben asked. The students all nodded in sync, a bit confused by the monster helping them and asking about their safety. The only students who weren't confused were Ruby, Yang and Jaune, who all recognized the Omnitrix on Ben's shoulder. As soon as they answered, the Omnitrix timed out, turning Ben human again while he was still airborne. Having lost his wings suddenly, Ben plummeted to the ground before landing on his rear end rather painfully.

Getting up, Ben rubbed his aching behind for a second before he gave the Omnitrix a glare. "Really, Omnitrix," Ben said angered. "You couldn't wait until I landed before you timed out?" Before Ben could continue yelling at his watch, he noticed that everyone was giving him odd stares, especially the students who didn't know about the Omnitrix yet.

"I'll explain later," Ben said, "Mind telling me what all of this is?"

"They're Grimm," Blake answer, "The scorpion is a Death Stalker and the bird is a Nevermore."

"What are you even doing here?" Yang asked, "I thought you said you didn't have to take the test."

"Exactly, I didn't have to take the test, but it didn't mean I couldn't," Ben explained, "I heard a girly scream so I came as quickly as I could."

"What even are you?" the red-headed girl said in confusion.

"Just a guy named Ben Tennyson. And you?"

"I am Pyrrha Nikos," the girl said hoping Ben wouldn't recognize her celebrity status.

"Uh, guys?" Jaune interrupted, "As interesting as this conversation is, the Death Stalker broke out of Weiss's ice while we were talking."

All the students turned their attention to the Death Stalker which, as Jaune mentioned, was now free. Everyone suddenly got a little panicked, with the exception of Ben. He just stepped forward and readied the Omnitrix.

"I've got this. Do any of you happen to know the time?" Ben asked.

"You're the one wearing a watch," Weiss commented rudely.

"It is currently 10:10," Ren said, looking at his scroll before putting it away.

"Actually, it's hero time!" Ben said as he slammed down on the Omnitrix.

In a flash of green light, Ben's human form was replaced by yet another alien. The alien was humanoid with chlorophyll green skin that opened up around the neck into a sort of popped up collar. The inside of the collar was yellow and the head consisted of red, orange and yellow petals that were arranged in a manner to resemble a flame. On his arms were several more sets of similarly arranged petals with one set on each shoulder and two on each forearm with fingers resembling armored gloves made from yellow thorns. On his waist rested the Omnitrix. Ben had transformed in his Methanosian form, Swampfire.

"Hey bug eyes, why don't you settle down and take root," Ben yelled as he waved his hand. At his command, several tree roots burst out of the ground and wrapped around the Grimm, restricting it. Ben turned to gauge the other students' reactions and the results were as expected. Ruby, Yang, Jaune and Nora all looked at him in awe, Blake looked indifferent, Pyrrha and Ren were mildly shocked, and Weiss was struggling to form words.

"This is so cool!" Nora said as she began to observe Ben from every angle possible, "Are some sort of superhero from another dimension?"

"That is… surprisingly accurate," Ben said, earning strange looks from everyone not familiar with him, "I'll tell you guys later."

"So," Ruby asked, "do you have a name for this one?"

"And why do you smell like methane?" Yang added.

"I call this form Swampfire," Ben said as he formed two fireballs in his hands, "And the methane is for making said fire from my swampy body."

"Again, this is a wonderful conversation, but the Nevermore is circling back around," Jaune pointed out, or rather up.

"Look, there's no sense in dilly-dallying," Weiss said, finally able to regain her composure, "Our objective is right in front of us."

"She's right. Our mission is to grab an artifact and make it back to the Cliffs," Ruby said, nodding at Weiss, "There's no point in fighting these things."

"Since when did those two become so friendly?" Ben whispered to Yang.

"Weiss just saved Ruby's life a few seconds before you got here," Yang answered.

"Run and live - that's an idea I can get behind!" Jaune said enthusiastically with a bit of panic.

Ruby and Jaune both made their way to the temple and each collected a chess piece. Ruby collected the golden knight piece while Jaune took the golden rook piece. They both smile at each other knowing that their job was almost done.

"Time we leave," Ren said.

"We can't risk leading these Grimm to the school," Ben said as he waved toward a line of trees that parted on his command, letting their branch hang over the gap between them, creating a tunnel, "The roots won't hold the Death Stalker for much longer, so we'll use the trees as cover."

"Right," Ruby yelled as she waved to the others, leading the way, "Let's go!"

Ruby led the group into the tree tunnel, while Ben held up the rear. The only students who didn't immediately run into the tunnel were a smiling Yang and Blake.

"What is it?" Blake asked.

Yang continued to smile as she watched Ruby lead everyone down the tunnel before say, "Nothing..."

"Hey, you two," Ben called out, "I can't close the tree tunnel until you two get in!"

Yang and Blake quickly did as they were told, running into the tunnel. Once inside, Ben repositioned the trees at the edge of the tunnel densely in front of it, closing it off. And just in time too, since the Death Stalker broke out of the roots that held it a mere ten seconds after the group left.

The group continued to run through the forest in an attempt to get to the cliffs and back to the school and finish the test. As they ran, Ben opened up more forest in front of them and closed off whatever forest they passed. Eventually, they ran out of forest and found themselves in an area with another set of ruins that stretched over a foggy canyon with a stone bridge the only way across.

Up above, the Nevermore was still flying after them. The group quickly dispersed and hid behind the multiple stone pillars lining the path to the bridge. The Nevermore flew past them and over the canyon before landing on the main structure, which bore an even more striking resemblance to Stonehenge than the forest temple. Unfortunately for the group, the Nevermore was between them and the cliff that marked the edge of the Emerald Forest.

"Well, _that's_ great!" Yang said annoyed.

Jaune suddenly heard a loud rustling coming from the forest. He turned around to find that the Death Stalker had caught up to them and had just broken through the woods.

"Ah, man, _run_!" Jaune yelled, which prompted everyone to leave their hiding spots and hightail it across the bridge. With the group now out in the open, the Nevermore spotted them and took to the air.

"Nora, distract it!" Ren yelled out to which Nora obliged.

She quickly ran across the path to get the Nevermore's attention, prompting it to fire several feathers in her direction. Nora skillfully dodged every feather before stopping in her tracks and pulling her grenade launcher, Magnhild, off her back and firing several shells. Upon making contact with the Grimm, the shells exploded into pink electricity. At the same time, Ben threw several fire balls at the Grimm, confusing it by attacking if from a second angle and forcing it to retreat.

While fighting the Nevermore, Nore failed to notice the Death Stalker creeping behind her. Luckily, Blake and Ren performed a cross-slash on its mask with their weapons, Gambol Shroud and StormFlower respectively. Gambol Shroud was a black katana and sharpend scabbard while StormFlower was a pair of automatic pistols with scythe blades attached vertically below the barrels. Weiss the came in next to Nora and formed a glyph to propel their jump forward while Blake and Ren were left being chased by the Death Stalker.

"Go, go!" Pyrrha yelled as stopped and pulled out her weapon, Miló, which was currently in rifle mode. She began to fire on the scorpion-like Grimm along with Ren until it got close enough to attempt swiping at them, forcing the huntsmen to continue running.

As they ran across the bridge, no one noticed the Nevermore diving down on them. The Grimm used its powerful wings to smash apart the section of the bridge they were standing on. This sent Ruby, Weiss, Yang, Jaune, Nora, and Ben to one side of the bridge while Blake, Pyrrha, and Ren were on the other side, forced to continue fighting the Death Stalker. Ruby tried to take the opportunity to fire at the Nevermore, but it is not bothered too much as it made a tactical retreat. Meanwhile, Jaune stepped up to the broken section of the bridge and noticed the others struggling with the Death Stalker.

"Man, we gotta get over there! They need help!" Jaune said as he looked on.

"Let's do this!" Nora agreed as she run next to Jaune.

"Yeah, but, uh...," Jaune responded as he look down, "I can't make that jump."

Nora responded by taking Magnhild and transforming it into a large war hammer. She then jumps on the edge of the bridge and smashes it down, turning a large section of the bridge into a catapult. Despite his protests, Jaune was launched across the gap and on to the other side by said bridge catapult while Nora held her weapon upside-down and stood on the head. She then fired the still functional grenade launcher, propelling herself across the gap. Ben followed after them, propelling himself with his fire.

Once on the other side, Nora used the momentum that launched her to strike the scorpion on the head. With the hammer still on the monster, she fired a grenade, causing a localized explosion on the scorpion's head. Afterwards, Ben took the opportunity to strike the Grimm with a few fire blasts and lash at it with a few vine whips. When the monster tried to sting her, Nora used the recoil of another blast to get back, but accidentally knocked Blake off the bridge.

As she fell, Blake noticed the Nevermore try to attack her. Thinking quickly, she attached on of the ribbons on her arms to Gambol Shroud and shifted the katana to gun mode. She then threw the weapon towards the bridge, using it as a grappling hook and swung on to the Grimm's back. Blake then slashed at the back as she ran down it before jumping off and joining Ruby, Weiss, and Yang on the main structure of the ruins.

"It's tougher than it looks!" Blake yelled.

"Then let's hit it with everything we got!" Yang said as she prepared her shotgun gauntlets, the Ember Celica.

As the Nevermore approached them, all the girls attacked it with a barrage of blasts. Ruby, Blake and Yang shot multiple bullets, risking the loss of all their ammo, while Weiss fired multiple Dust blasts from her revolver rapier, Myrtenaster. While many of the blast connected, the Grimm was barely bothered by them. Eventually, the bird got close enough to smash apart the main structure of the ruins, forcing the girls to dodge rubble and jump to higher ground.

"None of this is working!" Weiss pointed out.

Ruby took a second to assess the situation. She saw Blake grapple around the area for a better firing position while Yang continued to fire at the Grimm from on top of one of the remaining pillars. Suddenly, an idea formed in Ruby's mind.

"I have a plan! Cover me!" she said as she ran off with Weiss following her.

Back with Jaune's group, they were still fighting off the Death Stalker to the best of their ability. "We gotta move!" Jaune yelled. In response, everyone charged at the Grimm. The monster swiped one of its claws at Pyrrha, who blocked the attack with her shield, Akoúo, before slashing at the limb with her weapon, which was now in a sword form. The scorpion recoiled from the attack and tried again with the other claw, but Jaune jumped in at the last second, blocking the attack and letting Pyrrha jump over him to attack the monster's face.

From behind them, Ren came running up, guns blazing. He then jumped on the stinger of the monster when it tried to attack him and started shooting the joint between the stinger and the tail. In the meantime, Nora was firing several grenades at the monster's claws while Pyrrha shifted her weapon to spear mode and threw it into one of the monster's ten eyes. The pain of the spear in its eye caused the Grimm to lash around randomly, throwing Ren off of its stinger.

"Ren!" Nora called out in concern.

"I've got him," Ben said as he threw several seeds which grew into giant vines the moment they hit the ground and caught Ren.

While Ben was saving Ren, Jaune noticed that his classmate had done a number on the Grimm's stinger, which was now loosely attached to the tail.

"Pyrrha!" Jaune yelled.

"Done!" Pyrrha responded as she threw her shield like a discus. The circular shield cut right through the joint between the tail and stinger, dropping the stinger right on the Death Stalker's head, piercing it. The shield then returned to Pyrrha, as if she was a magnet.

"That's got to sting," Ben quipped.

"Nora, nail it!" Jaune called out.

"Heads up!" Nora yelled.

She jumped onto Pyrrha's shield as Pyrrha jumped up to give her a boost. Nora then used a shot from her hammer to propel herself even higher up, laughing the whole way. Once she reached the peck of her jump, she prepositioned herself and used another shot to send herself plummeting to the ground. She used that speed to increase the strength of her hammer strike as she drove the stinger into the Grimm's head, crushing the remaining pieces of the bridge as a result.

With the bridge collapsing, the piece that everyone was standing one became another catapult and launched them over the Death Stalker. As they flew over the Grimm, Pyrrha grabbed her spear from the Grimm's head while Ben blasted it with fire to make sure it stayed down and to propel himself even further. As the Grimm fell into the canyon, everyone landed back on the top of the canyon's cliff. Jaune landed on his back, Nora landed on her butt, Pyrrha and Ben managed to land in a crouching position, and Ren just walked up to everyone before collapsing on the ground face first.

"Well, that was fun," Ben said as he dusted off his hands.

The group then turned around back to the canyon to see everyone else still fighting the Nevermore. More specifically, Yang was still standing on a pillar throwing kinetic punches at the monster.

"Looks like the fun isn't over yet," Ben said as he got a running start and jumped back to the other side of the canyon, using his flames to propel himself.

"Man, that guy is awesome," Jaune said as he picked himself up.

Over with Yang, she continued to attack the Nevermore from her spot on the pillar. Eventually, she managed to hit the monster in the face, gaining its attention. The Grimm dove at her with the intention of swallowing her whole, but Yang jumped into the Grimm's beak and propped it open as she began to blast the inside of the monster's mouth. "I! Hope! You're! _Hung-! ...-gry!_ " she yelled, punctuating each syllable with each punch. The Grimm began to fly eradically from the pain until it crashed into the cliff, but not before Yang jumped out of its beak.

Even though the Nevermore took a lot of damage, it recovered quickly. However, before it could take to the skies again, Ben ran in and drove his fist into cliff face. As soon as his fist was buried, multiple vines erupted for the cliff and tied the Grimm to the wall. "You're not going anywhere, Tweety," Ben mocked.

Yang then turned her attention away from the Grimm and saw Ruby, Weiss, and Blake all standing on a couple of the broken pillars. Yang quickly joined them, and as soon as she arrived, Blake threw her weapon to Yang with the ribbon attached to it, creating a makeshift slingshot. Ruby then jumped on to said slingshot, stretching it out until she landed on a glyph that Weiss created to hold it in place while she took aim.

"Of course you would come up with this idea," Weiss quipped.

"Think you can make the shot?" Ruby asked.

" _Humph! Can I!_ " Weiss said confidently.

"Can you?"

"Of course I can!"

With the slingshot loaded and aimed, Weiss released the glyph and, as a result, Ruby, launching her towards the Grimm. Using Crescent Rose's recoil in order to keep her momentum up, she hooked the Nevermore's head into the cliff with the scythe's blade. Ben then commanded the vines to release the Grimm while Weiss created a path of glyphs up the cliff for Ruby. Following the glyphs, Ruby dragged the Grimm all the way up the cliff before decapitating it as soon as she reached and landed on the top. With the Nevermore now missing a head, its body began to fall back down into the canyon, already desolving, with Ruby looking down over the cliff.

"Wow," was all Jaune could manage to say at the sight.

"Well… That was a thing," Yang quipped.

"I think I'm gonna like it here," Ben said as he changed back.

Later that day, everyone had gathered at the amphitheater for the team assignment ceremony. Ozpin had already announced most of the teams and only had three more to announce.

"Russel Thrush. Cardin Winchester. Dove Bronzewing. Sky Lark," Ozpin said, "The four of you retrieved the black bishop pieces. From this day forward, you will work together as Team CRDL, led by... Cardin Winchester!"

The audience gave a round of applause to the new team as the left the stage and another four students walked up.

"Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie. The four of you retrieved the white rook pieces. From this day forward, you will work together as Team JNPR," Ozpin continued, prompting even more applause and Nora to give Ren a large bear hug, "Led by... Jaune Arc!"

"Huh?" Jaune asked confused, "L-Led by...?"

"Congratulations, young man," Ozpin said genuinely.

Pyrrha, swelling with pride for Jaune's achievement, gave his a friendly punch to the shoulder in congratulations. However, Jaune was caught off guard by this, and ended up falling on his butt, causing the audience to burst into laughter.

"And finally: Blake Belladonna. Ruby Rose. Weiss Schnee. Yang Xiao Long," Ozpin said, motioning the girls to come on stage, "The four of you retrieved the white knight pieces. From this day forward, you will work together as Team RWBY. Led by... Ruby Rose!"

Weiss appeared to be surprised by this decision, while Ruby was in shock as Yang gave her a big hug.

"I'm so proud of you!" Yang said.

"Congratulations," Ben said as he walked up on stage, "you got a team named after you."

"I don't need to hear that from you, Ben TENnyson," Ruby joked, emphasizing the "ten" in Ben's surname.

"Come on, as if I've never heard that one before."

"Um, why are you even up here?" Blake asked offhandedly.

"Mr. Tennyson here happens to have something that he needs to share with the school," Glynda said as she joined them on stage.

"I'm sure you and Team JNPR already know what he is about to share and want to know more," Ozpin added.

With his presentation now being given the green light, Ben stepped up to the microphone as everyone else left the stage. He then pulled out the device he had been working on all day from his cargo pants before speaking.

"Students of Beacon Academy," Ben said, "consider this your first lecture from Doctor Benjamin Kirby Tennyson."

* * *

I hope you enjoyed that chapter. Leave a review if you feel like it. Also, free smoothie to anyone who leaves a review noting the hint(s) I left in the author's note in the beginning of the chapter for things to come. Also, have I been milking the Ben 10 arc number of 10 too much?


	6. Chapter 6: Lesson 10

Welcome back for another chapter. Before we start, I would like to address a few things that reviewers have brought to my attention. First, yes, Gwen and Kevin were dropped off beforehand. Sorry if that wasn't made clear, but I though it was implied and I wanted to leave those details up to the reader. Maybe Rook dropped them off at Friedkin University, or maybe Kevin decided to drop his everything-but-magic proof car from orbit just to show off how indestructible it was.

I also want to give special mention to X-Chick303, who has been providing very useful feedback on this story and managed to find all the hints for the future that I left in the last chapter, including one I didn't even intend on making. She has also pointed out that I made a small error with Alien X in regards to Ben's ability to control the form, which I am grateful for, but one could argue (pun not intended) that Ben still needs to debate with Belicus and Serena to give him the control and limited abilities that he has demonstrated in Universe vs Tennyson and Weapon XI Part 1. Also, as per her suggestion, I will cut down on how often I use the arc number 10. However, since I already have several chapters written, it may be a while before the use of the number is seen. In addition, with the pace that I have been writing, the volume 1 finale may or may not end up being chapter 10, something I did not plan on.

Now, on to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 6: Lesson Ten

In front of Ben was the entire student body of Beacon. Most of them had no idea why a random student like him whose name had nothing to do with a color would be on stage to speak with them. Seeing as he had no idea where to start, Ben decided to let the student body ease themselves in.

"If anyone has a question they want answered, we can start from there," Ben said into the microphone.

"Just who exactly are you?" a familiar voice called out. Unsurprisingly, Ben realized that Weiss was the one who demanded to know the most, seeing as she learned his secret without any information about him or any warning.

"I think this will help answer that question," Ben said as he presented the device he had spent the first half of the initiation test building.

Walking a bit toward the back of the stage, Ben set the device on the ground and detached a remote from it before returning to his position. Once behind the microphone again, he pressed a button on the remote and the device activated. The device created several holograms of people with various musical instruments. Of the instruments present were a drum set, an electric guitar, a bass guitar, and a keytar. Each instrument was operated by a man with one extra hologram present. That extra hologram was a 10-year-old version of Ben himself.

Many of the students were surprised by the holograms. Not many people were expecting this kid to suddenly create a holographic rock band.

"What do you think he's planning?" Yang asked the rest of Teams RWBY and JNPR.

"I honestly have no idea," Ruby responded, since everyone else was too confused to say anything.

With his holographic band formed, Ben signaled the rest of the band to start with a push of a button. The band began to play a song that sounded electronic, but also a bit alien, before they and the two Ben began to sing.

"Ben 10!" the players sang.

"He's a kid and he wants to have fun!" young Ben sang.

"But when you need a superhero, he gets the job done!" current Ben sang.

"Ben 10!"

"With a device that he wears on his arm," young Ben sang.

"He can change his shape and save the world from harm!" current Ben continued, "When trouble's taking place…"

"…He gets right in its face!" young Ben finished.

"Ben 10!"

"When lives are on the line," current Ben sang.

"…It's hero time!" young Ben finished.

"Ben 10!"

When the band finished their song, the amphitheater fell into a disturbing silence. After a second of the silence, a majority of the student began to cheer at the performance.

"That was amazing!" Nora yelled, jumping up and down.

"Nora, please don't make a scene," Ren said, trying to keep his partner in one place.

While a large part of the audience was cheering, some of the students were still silent. Some were silent because they thought the song was only okay. Others were trying to be respectful to the school environment. Even more were silent because they had more questions. Weiss was in all three of these camps.

"Care to explain how you got his 'device that he wears on his arm'?" Weiss asked forming air quotes.

Ben silently pressed another button on his remote and stepped aside to present the holographic band once again. The young Ben hologram had disappeared and the band began to play another song. This new song also had an electric sound to it, but the alien feel was even more present as they began to sing the lyrics.

"It started when an alien device did what it did. It stuck itself upon his wrist with secrets that it hid. Now he's got superpowers, he's no ordinary kid. He's Ben 10! Ben 10! Ben 10!

Now if you see him you might be in for a big surprise. He'll turn into an alien before your very eyes. He's slimy, creepy, fast, and strong. He's every shape and size. He's Ben 10! Ben 10!

Armed with power, he's on the case, fighting off evil from Earth or space. He'll never stop 'til he makes them pay, 'cause he's the baddest kid who ever saved the day!

Ben 10! 1, 2, 3! Ben 10! 4, 5, 6! Ben 10! 7, 8, 9! Ben 10!"

Once again, a large part of the audience began to cheer. Once the cheering died down, Ben pushed a button on his remote and the holographic band disappeared, as those were the only two songs he prepared. "Anything else you all want explained?" Ben asked the audience.

"Oh! Oh! What is this alien device called and what does it do?" Nora asked excitedly, jumping up and down from her spot.

While he was done with the holographic band, Ben still had a couple uses for his device. He pushed a button on the remote, causing it to turn into a hovering video camera. The camera positioned itself in front of Ben and started sending a live feed to the main device. The main device once again projected a hologram. This time, it was the live feed from the camera. With the device all set up, Ben held his left wrist in front of the camera lens, letting everyone see his watch.

"This little device is called the Omnitrix. It has the DNA of every sentient species in the Milky Way galaxy in my dimension," Ben explained, "and it lets me do things like this!"

Faster than anyone expected, Ben selected an alien on the Omnitrix and slammed the core down. When the green light of the Omnitrix faded, Ben was now a tall, black, reptile like alien with a green strip going down his chest and wrapping around his neck and had the Omnitrix on his chest. He had two long tendrils on his head and a tail, each tipped with a brass electrical plug. At the tips of each of his fingers was a brass electrical outlet and three brass bolts were present on each of his arms, one on each shoulder and two on each forearm. He also had a bolt on each of his hips. His face consisted of a wide grin, no nose, and a single green eye. Ben had transformed into his personal favorite alien, his Conductoid form Feedback.

"I call this from, Feedback, and he can do this," Ben said as plugged his tendrils and tail into the outlets of the stage. He began to absorb the electricity, which became visible on his body as he pulsed with the power. "And this," Ben added as he fired the absorbed electricity right out the door of the amphitheater, destroying it in the process. Seeing as there was blown apart door, Professor Goodwitch was obliged to repair the damages, much to her reluctance.

In the meantime, many of the students were in awe at the power Feedback had. Some of them were even afraid of the alien form. If just one of those aliens was that powerful, how much more powerful could the other ones be? And if the songs were anything to go by, Ben was able to turn into at least nine other species. Seeing the expressions the students had, Ben knew exactly what their next question was.

"If you're wondering how many different aliens I can transform into, I know of sixty-one different forms," Ben explained as he returned to his human form, surprising many of the students, "but the Omnitrix contains a total of 1,000,912 different DNA samples from different species."

This news surprised the students even more. The idea that a single person could become so many different forms was just unfathomable.

"I never realized Ben had so many transformations," Ruby whispered to her team.

"I didn't even know he could transform until this morning," Blake commented.

"It's pretty impressive," Yang added.

"Hang on," Weiss yelled out, "earlier you said, 'in my dimension'. What exactly does that mean?"

"I believe that's where I come in," a voice echoed throughout the amphitheater. Everyone looked around, trying to figure out who the mysterious voice belonged to and where it came from. The only person not searching frantically was Ben, who recognized the voice immediately.

Turning around, Ben noticed a blue portal appear on stage. Stepping out of the portal was the time walker himself, Professor Paradox.

"I was wondering when you would show up," Ben said, "The only times I can think of that you didn't was when I traveled to the dimensions of alternate versions of myself on my own."

"And based on those experiences, what do you think is the reason I took so long, at least from your perspective?" Paradox questioned.

"If I had to guess, I'd say that my help is needed in this dimension," Ben answered confidently.

"Bravo," Paradox congratulated, "You really should devote some more of that critical thinking to your school work. You wouldn't be a C student if you did."

"Hey, I put effort in school. It's just that hero time gets in the way of study time," Ben defended himself.

"Uh," Pyrrha said, "I'm sorry, but could you please explain who this person is?"

"Allow me, Miss Nikos," Paradox said with a bow, "You may call me Professor Paradox. I wander all of existence to guide all worlds along their most beneficial path. As for how I know your name, it is not because you were famous but because we will have met it the future. Sorry, time travel makes verb tenses so confusing."

"Paradox has a tendency to live events out of order," Ben explained, "The only benchmark I have for the order he lives these events is his outfit change, which includes his mechanical arm."

"Now on to the more important matter," Paradox said as he tapped his walking stick on the ground, creating a holographic tree in the stage, "If you think of time as a tree with branches, then a multiverse consists of the multiple branching events that can and have occurred within a universe."

"But Ben's universe is so different from ours," Jaune spoke up, "Our dimensions couldn't possibly have a shared history."

"Very perceptive, Mr. Arc," Paradox complimented, "That is because Ben is from a different multiverse. If a multiverse is a tree, then the omniverse is a forest of these trees. As for the seeds of these trees, they are the work of the aliens of fifth dimensional space, the Contemelia, who used their invention known as the Anihilargenesistoriafimiaorgost (Annihilarg for short) to create universes as experiments. Your worlds were born from two different Anihilargs, so they are radically different. It is actually a bit ironic that you call this world Remnant, since the Anihilarg that created you multiverse was made from remnant pieces of other Anihilargs, the one used for Ben's multiverse included."

"So why is Ben here then?" Ruby asked.

"I have seen the possible futures of this world," Paradox said as he rubbed his chin, "Unfortunately, many of the possible futures you will face are rather, if you excuse the pun, grim."

"So I'm basically a branch grafted from another tree to help produce other outcomes for this world," Ben assumed.

"Correct," Paradox answered, "Now, are there any more questions?"

"Why did you refer to yourself as 'Doctor Benjamin Kirby Tennyson'?" Weiss asked skeptically.

"Oh, I'm a world famous superhero in my dimension, so my cousin's college gave me an honorary degree when I visited it and did some day saving," Ben explained nonchalantly.

"That reminds me," Paradox interrupted, "I also came to bring you these."

Paradox gestured behind himself and a blue portal appeared. When the portal disappeared, a black and green sports car and motorcycle stood in its place. The car was the DX Mark 10, a custom build sports car built for Ben by his friend Kevin E. Levin. The car was mainly black, with a green "X" on the front that stretched toward the back and wrapped around the car and had the Omnitrix symbol on each of the hubcaps. The motorcycle was the Tenn-Speed, a bike Ben made as Jury Rigg using parts from Rook's Proto-TRUK when the vehicle was involved in one of its many wreckages. The bike itself had ended up destroyed and converted into one of two Time-Cycles, but Ben later rebuilt it after the Time-Cycles were destroyed. The Tenn-Speed had a black, car-like hood that folded down for the user to climb out, a green body, and an Omnitrix symbol on the side.

"My rides!" Ben yelled out in excitement.

"A few of your personal belongings are in the trunk of your car," Paradox explained, "I figured you would like to have a few things from home. I also put a dimensional communicator in the trunk so you could speak to your loved ones at home."

"Sweet!" Ben exclaimed as he jumped on to the Tenn-Speed.

As soon as he was in the driver's seat, a beam emitted by the Tenn-Speed passed over him and changed his usual outfit into a biker suit. The new outfit consisted of a pair of white trousers, a black T-shirt with a green strip going along the middle, a pair of elbow pads, brown biker gloves, and a white biker helmet with a green visor.

"Is there anywhere I can put these?" Ben asked Ozpin from the stage.

"There is a parking garage on the south end of campus," Ozpin said as he casually took a sip of coffee.

"Assembly's over! You're all dismissed!" Ben yelled as he revved up the Tenn-Speed and drove out of the amphitheater, destroying the door not even ten minutes after Professor Goodwitch repaired it.

"I will be taking my leave then," Paradox said as a portal appeared behind him, "I will see you all again soon enough, or is it I have met you all before soon enough."

"I'll fix the door," Glynda groaned.

"I'll arrange for his car to be put in the parking garage," Ozpin said as he pulled out his Scroll to contact some of the custodial staff.

After about ten minutes, most of the students had left the amphitheater. The custodial staff had just come in and was struggling to figure out how to get the DX Mark 10 out and into the parking garage. The only students left in the room were Teams RWBY and JNPR, where were still a bit stunned by the recent turn of events.

"Well… _that_ was a thing," Yang said.

"You said that about the test," Blake added.

"I think I've had enough excitement for one day," Jaune said exhausted.

"You didn't collapse on the ground after fighting a Grimm," Ren countered.

"Let's just find our dorms and get some rest," Ruby said as she made her way out of the amphitheater, the rest of the two teams following her lead.

* * *

I hope you all enjoyed this chapter.

I believe an explanation for why the chapter is like this is in order. First, it is my headcanon that if a superhero is as famous as Ben, the theme songs for their show(s) exist in universe. Since the songs say so much about Ben's personality and backstory, I figured I might as well include them. Sorry if the songs were a bit awkward to read, I'm not entirely sure how you would write a song in a narrative. I also know almost nothing about music so the descriptions of the sound of the songs was really difficult for me and may even be incorrect. Fun fact, the Omniverse theme song is sung by Tara Strong and Yuri Lowenthal using their respective voices for Ben. It can be a bit hard to tell since it's auto-tuned, but it can be heard in every version of the song that isn't Galactic Monsters or Clyde Five.

Second, if you found Paradox's explanation a bit confusing, I'll try to simplify it. Annihilargs create universes, which branch off into multiverses due to variations of different events. The collection of these multiverses spawned by several different Annihilargs form the omniverse. So basically, Annihilargs are seeds, universes as branches, multiverses are trees, and the omniverse is a forest.

Leave a review if you like. If there are any music buffs out there, could you tell me how you would describe the theme songs?


	7. Chapter 7: First Class

Hope your all ready for another chapter. After seeing as many of you found the inclusion of the songs in the last chapter less than tasteful, either because Ben was a bit too much of a show boat or the songs were awkward and unnecessary, I decided to post the next chapter early as an apology for putting you through that.

Before we get to that, one of you brought up the question of where our world would fit in the omniverse that I laid out, and how entertainers end up creating media depicting other worlds in the omniverse. Let's just say that the omniverse works in mysterious ways. As Azmuth knows, everything is governed by an omniversal force. That omniversal force could be why we look at other "fictional" worlds, oblivious to their existence on other dimensional plains. The idea has been toyed around with before in works like "Eureka Seven" and its sequel "Eureka Seven AO," where "AO" takes place in what our world would be like if elements form the first series traveled through dimensions into our world and interfered with the course of history. But now I'm rambling and getting a bit too philosophical.

One more thing, I forgot to point this out in the last chapter. While at this point, we know how Remnant was created, who is to say that an Annihilarg didn't create the bother gods who created the things that fill Remnant?

Now, to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 7: First Class

The next day, Ben woke up to an unfamiliar ceiling. Looking around, he soon remembered that he was in his personal dorm at Beacon Academy. The room itself was a bit messy, but it suited Ben's purposes. There was a single bed, a desk for the school work he would have to do, a dresser with all of the clothes he had with him on his road trip, as well as the clothes that Paradox brought him, and a few of his personal items. These personal items included the TV and video game console he had in his room at home, as well as his collection of Sumo Slammers memorabilia.

One corner of the room had a workbench with several pieces of metal and wire thrown across it. Anyone who knew Ben Tennyson would think he was an impostor for having technical equipment in his room. However, they would be wrong, since the situation required him to get a bit technical. He could always use his intelligent alien forms to build what he needed for the time being. Plus, his main projects at the moment were a smoothie machine and a chili fries machine, since he was cut off from Mr. Smoothies and Burger Shack for the time being and needed another way to get his favorite foods.

Looking at the clock, Ben realized that he had overslept and only had ten minutes until the first class started. Ben got dressed as quickly as he could, but as soon as he finished, he realized he had gotten dressed in his casual outfit rather than his school uniform. By the time he had finally gotten his outfit in order, he only had five minutes until the first class started. Now in a real panic, Ben quickly grabbed his bag and ran out the door into the hallway.

As he passed the dorms of his next door neighbors, teams RWBY and JNPR, he heard a large ruckus coming from the Team RWBY dorm. As soon as he passed the dorms, both doors opened up, letting the two teams flood the hallways as they made a mad dash outside, following Ben to their first class of the day.

"Did you guys over sleep too?" Ben asked over his shoulder.

"Yes," Jaune answered embarrassed.

"Actually we got up early to clean up our dorm," Blake said.

"Ruby had us spend too much time on trivial matters and is making us late," Weiss accused.

"Stop playing the blame game and run!" Ruby yelled as they continued to run.

Luckily, the two teams and Ben managed to get to class on time. There first class was run by Professor Peter Port, and was on Grimm Studies. Almost everyone in the room was at paying at least a little attention to the lecture, including Ben, who genuinely wanted to know more about these monsters. However, Ruby was asleep and Professor Port was not making it easy, as he spoke in a rather unique manner.

"Monsters! Deeeemons... Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!" Professor Port said waking up Ruby with his bad joke.

Ben could have sworn he heard crickets in the room. That or he had the sound of Crashhopper jumping stuck in his head.

"Uhhhh... And you shall too, upon graduating from this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces! And that's where we come in. Huntsmen! Huntresses..." the professor said winking at Yang, scaring her a bit, "Individuals who have sworn to protect those who cannot protect themselves! From what, you ask? Why, the very world!"

A single, random student cheered and got out of his seat at Professor Port's words. However, he soon sat down embarrassed when everyone in the room gave him a weird look.

"That is what you are training to become. But first: A story. A tale of a young, handsome man... Me! When I was a boy..." Professor Port continued, oblivious to the fact that he was losing some of his students.

Ben looked around the classroom a bit until he noticed Team RWBY sitting in the front a few seats down from him looking a bit on edge. Blake and Yang seemed alright, still trying to pay attention to the lesson. Weiss seemed just as diligent if not more so, taking notes on everything said. Ruby on the other had didn't seem to care about the lesson at all. She was making doodles of Professor Port. When she finished it she presented it to her team, whom all laughed quietly at the subtitle "Professor Poop" with the exception of Weiss who looked rather annoyed.

"And just when I thought those two were starting to get along," Ben thought to himself.

"Ah-heh-hem!" Professor Port said to get his class's attention, "In the end, the Beowolf was no match for my sheer tenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero! The moral of this story? A true Huntsman must be honorable! A true Huntsman must be dependable! A true Huntsman must be strategic, well-educated, and wise!"

As Professor Port spoke, Ruby continued to goof off. Her actions included falling asleep again, waking up to balancing an apple on a book with her pencil on the tip of her finger and making a silly face, and picking her nose. These actions only made Weiss even more visibly angry. One could say that the Ice Queen was about to have a meltdown.

"So, who among you believes themselves to be the embodiment of these traits?" Professor Port asked the class.

"I do, sir!" Weiss said raising her hand, clearly still angry.

"Well," Professor Port answered, "as much as I appreciate the enthusiasm, I was hoping Mr. Tennyson would demonstrate his claimed abilities."

"Of course," Ben said standing up, hoping to give Weiss a little time to cool down by giving Ruby a spectacle to keep herself focused on class.

"Step forward, and face your opponent!" Professor Port said as he gestured to the cage in the room which had in it trapped a Grimm whose form Ben has yet to see.

After a few minutes of preparation, Ben had changed into his regular attire. Teams RWBY and JNPR was cheering from the desks, with the exception of Weiss who just looked on silently, trying to focus on the match. Professor Port stood next to the cage across the room. In his hand was a battle axe that appeared to have a blunderbuss for a handle.

"Allllright! Let the match... _begin_!" Professor Port yelled as he chopped off the lock of the cage door with his axe, setting Grimm free.

The Grimm was a Boarbatusk, which resembled a wild boar with the usually Grimm features such as a bonelike mask, spikes, and armor. The Grimm charged straight at Ben, who quickly rolled to the side to dodge. Once he got back on his feet, Ben searched the Omnitrix for just the right alien.

"Ha-ha! Wasn't expecting _that_ , were you?" Professor Port laughed.

"Well, this little piggy is gonna go 'wee wee wee wee wee' all the way home when he gets a load of Humongasaur!" Ben yelled as he slammed down on the Omnitrx.

Unfortunately, the form that Ben had transformed into was not the humongous, humanoid, dinosaur dubbed Humongasaur. Instead, Ben had become a muscular, bipedal, tiger-like creature with a single, large claw protruding from each wrist. His clothes had been rearranged into a black and green luchador outfit with the Omnitrix on his belt buckle. He had transformed into his Appoplexian form, Rath. Looking at his transformation, Ben let out an audible growl before yelling, "Let me tell you something, Omnitrix that is too sensitive to be slammed on, why aren't you capable of being slammed on? Azmuth knows I always slam on the core so why can't Rath slam on your core?"

"Well, that's quite the transformation," Professor Port commented, "Although it is not nearly as impressive as you other transformations."

"Let me tell you something, Professor Peter Port of Beacon Academy," Ben yelled turning his attention, and anger, to the teacher, "Rath is not about being impressive! Rath is about being angry! And Rath's being angry is impressive!"

"Do you always have to talk in the third person?" Weiss asked from her desk.

"Let me tell you something, Weiss Schnee, heiress to the Schnee Dust Company in Atlas, Rath can talk however Rath wants to because Rath is Rath! If you think you're better than Rath then you're sorely mistaken, because Rath will make you sore in places that shouldn't be sore!"

"I think Rath is a bit too preoccupied to make Weiss sore," Blake said.

"If you're going to make something sore, try the Boarbatusk," Yang added pointing to the Grimm.

Now remembering the Grimm, Ben turned to see the boar-like monster charging straight at him. Reacting quickly, Ben grabbed the Grimm by the horns, literally, and began to wrestle with the monster.

"Let me tell you something, Boarbatusk, boar like Grimm, is that all you got, because Rath's got lots more! In fact I should give you some of mine just so it will be a fair fight! And then, everything I gave you I can take back, and make you like it!" Ben yelled irrationally.

From her seat, Ruby was smiling widely to herself. For one, she was smiling because Ben was fighting so awesomely as Rath. However, another part of her was holding back a laugh being caused by Ben's speaking patterns and mannerisms (or lack thereof) when he became Rath.

"You know, out of all of the forms Ben has shown us so far, Rath is the only one that makes me want to grab a plate of cookies, sit back, and just watch," Ruby told her team.

"Ruby, this isn't… Okay fine, me too," Weiss said trying to argue, before admitting that Rath was pretty funny.

"Same," Blake agreed.

"Ditto," Yang added.

Eventually, Ben managed to get some leverage on the Grimm, and threw it up into the air. However, the Grimm seemed to be particularly clever. Once in the air, the monster rolled up into a spiky wheel and plummeted down on Ben. Ben saw this coming, and caught the Grimm before it could do any damage. That's not to say damage was not caused. With the Grimm firmly in his grasp, Ben threw the Grimm into the floor, creating a Boarbatusk-shaped hole in the ground.

"Ben, aim for the stomach. The Boarbatusk has no armor there," Weiss cheered, hoping she could at least impress Professor Port with her extensive knowledge of Grimm biology.

"Let me tell you something, Weiss Schnee, heiress to the Schnee Dust Company in Atlas, fellow student of Beacon Academy whom I initially did not like at all but am begrudgingly considering a friend, IN SPITE OF MYSELF! While Rath appreciates the tip, Rath does not need his hand held when he is fighting!" Ben yelled as he stabbed the Grimm in the suggested spot, killing it.

"Well done Benjamin" Professor Port said as he clapped, "It seems this form you call Rath truly is quite impressive after all."

"Let me tell you something, Professor-WHOA!" Ben began to say, but was cut off when he tripped on the still present hole in the ground left by the Boarbatusk he just killed. After picking himself up, Ben once again redirected his anger, this time at the hole he tripped on.

"Let me tell you something, stupid Boarbatusk shaped and sized hole! Rath will destroy you!" Ben yelled before he began to repeatedly stomp on the edge of the 'stupid Boarbatusk shaped and sized hole'.

Seeing that Ben was completely overcome with irrational anger, nobody was entirely sure about what they should do. No one wanted to try to speak with Ben at the moment since he would probably just redirect his anger at them and challenge them to a fight. After seen how easily he took down the Grimm, no one wanted to fight the guy.

However, Yang did take the opportunity to mess with Ben. Reaching in her bag, Yang pulled out a laser pointer and pointed it within Ben's line of sight. Upon seeing the little red dot, Ben instantly lost interest on the hole and was completely focused on the dot. "Hey, what's that?" Ben said as he began to chase after the dot. Everyone in the room watched Ben attempt to catch the dot, only to get angrier when he failed to do so. The only person who was not entirely absorbed in Ben's antics was Blake, who seemed distracted by the red dot herself. "Let me tell you something, little red dot that seems to be devoid of any mass or volume! Rath will get you!" Ben yelled as he continued to grab at the light.

Eventually, Yang ran the light over Ben's body and accidently over the Omnitrix, causing Ben to transform back into his human form when he tried to swat at the light. "Thank goodness that's over," Ben said exasperated. After coming out of his Appoplexian form, Ben was always let with a weird empty feeling. It was like that feeling you get when you're angry at something, but can't remember why you were angry in the first place. Then again, Rath is always angry at something. The only time Ben could remember Rath not being entirely angry was when he was watching over a Tiffin, a baby Luodian, probably because it looked like a floating mass of melted marshmallows.

"You seemed to be very aggressive in that battle," Professor Port commented.

"Yeah, sorry about that," Ben said rubbing the back of his head, "Appoplexians' brains are hardwired to aggression. When I become Rath, I often end up yelling at everyone and everything I come in contact with."

"That form is still cool," Blake complemented.

"It had a sweet wrester's outfit too," Yang added, "Where did you get it?"

"If you're wondering about the outfit, a friend of mine set up the Omnitrix give him it. Funny thing is, Appolexians normally wear clothes, and for a while there was a glitch in the Omnitrix that made Rath naked," Ben said embarrassed, "I didn't even know about it until I meet some actual Appoplexians."

"So you used to go around being angry and naked every time you transformed into Rath?" Ruby asked, holding back a laugh.

"Yeah, yeah, laugh it up," Ben said, shrugging off whatever jokes Ruby was attempting to make about his past situation.

"Just try not to turn into him out on the field," Blake supplied, "Grimm are attracted to negative emotions, and Rath is a goldmine of them."

"I'll keep that in mind," Ben responded.

"I'm afraid that's all the time we have for today," Professor Port said as he noticed the time, "Be sure to cover the assigned readings, and… stay _vigilant_! Class dismissed!"

Will the class now over, Weiss got up from her seat and walked briskly to the door, leaving her teammates behind. "Sheesh, what's with her?" Jaune asked as he watched Weiss leave the room. The same question was on the minds of Ben and the rest of Team RWBY. The Ice Queen seemed even colder than usual, as if it was possible.

In the halls, Weiss was still walking with a cold air around her. It seemed like she didn't want to be in contact with anyone she was acquainted with at the moment. Unfortunately for her, Ruby came running around the corner, trying to catch up with her.

"Weiss!" Ruby called out.

"What?" Weiss said turning around.

"What's wrong with you? Why are you being-?" Ruby tried to ask, but was cut off by Weiss.

"What's wrong with me? What's wrong with _you_?" Weiss asked angrily, "You're supposed to be a leader, and all you've been so far is a nuisance!"

"What did I do?" Ruby scoffed.

"That's just it – you've done nothing to earn your position! Back in the forest, you acted like a child, and you've only continued to do so!"

"Weiss, where is this coming from? What happened to all the talk about 'working together'? I thought you believed in acting as a team?" Ruby said concerned.

"Not a team led by _you_. I've studied _and_ trained. And quite frankly. I deserve better," Weiss said as she turned her back on Ruby.

Ruby tried to reach a hand out to her, but stopped when Weiss said, "Ozpin made a mistake."

"I'll go talk to her," Ben said as he touched Ruby shoulder, surprising her. She didn't even notice him there. She didn't have much time to think about it since as soon as Ben turned to corner to chase after Weiss, she noticed the faint smell of coffee in the air.

"Hmm… Now that didn't seem to go very well," Ozpin said as he walked up behind Ruby.

"Is she right? Did you make a mistake?" Ruby asked looking like she was about to cry.

"That remains to be seen," Ozpin answered, laughing slightly.

Further down the hall, Weiss found herself in on an open balcony. Behind her she heard the footsteps of someone running down the halls. Turning around, Weiss saw that Ben had followed her with a determined look on his face.

"Weiss, we need to talk," Ben said.

"I have nothing I want to say to you," Weiss said as she began to walk off.

However, before she could take a full step, Ben dialed in an alien and transformed in a flash of green. In Ben's place was a tall, buff, blue, moth man whom wore his wings around him like a cloak. Ben spread his wings and flew into the air, revealing the Omnitrix present on his waist as a form was Ben's Necrofriggian transformation, Big Chill.

Flying behind Weiss, Ben blew a cold breeze at her feet, instantly freezing her in place. Since she was without her weapon at the moment, Weiss couldn't break out of the ice even if she tried.

Ben flew in front of Weiss to face her before sternly saying, "Now!"

"Fine," Weiss lamented, "What is it?"

"Why are you being so cold to Ruby?"

"Why do you care so much? You like her? You would seem like the perfect couple," Weiss teased, dodging the question.

"Just answer the question," Ben said in Big Chill's raspy voice.

"Very well," Weiss said seriously, "Being there in the forest in person, surely you know how capable a huntress I am."

"I guess," Ben said as he landed on the ground and changed back to speak with Weiss at eye level, "What's your point?"

"Well... I-I think I should have been the leader of Team RWBY!" Weiss answered firmly.

Hearing her response, Ben squeezed his temples for a second before saying, "I know I'm not exactly the best person to say this, but I think the reason you're not leaders is because of you bad attitude and ego."

"Excuse me!" Weiss yelled outraged.

"Exactly," Ben said calmly.

"That's not even _remotely_ true," Weiss said crossing her arms, but eventually relents, "Well... not _entirely_ true."

"Leadership isn't just a title, it's a burden. Not everyone is meant to handle it, even if you think you can," Ben explained, "So what if you didn't get to be leader like you wanted? You don't hear me complain when something doesn't go my way… Least not a lot."

"What do you mean?" Weiss asked curiously.

"You saw in class just a few minutes ago," Ben said, presenting the Omnitrix, "The Omnitrix doesn't always give me the alien I want, but I make do with what I get and I often find out it gave me the alien I needed. Sometimes I think it knows me better I do. Ozpin might be the same way with all of you when he made the decision of team leader."

Weiss stared at the device for a second before Ben continued, "You don't need to be the best leader. Just be the best version of yourself that you can be with what you have."

Having given Weiss the best advice he could, Ben turned around and began to walk way and back inside. However, he stopped when he heard Weiss call from behind him.

"Ben!" She yelled, sounding a bit pleading.

"Yes?" Ben said as he turned to face her, expecting a "thank you".

"Could you please let me out of this ice?" Weiss asked.

Looking down at her feet, Ben realized that Weiss was still trapped in the ice he created as Big Chill. Smiling sheepishly, Ben dialed in an alien in the Omnitrix and transformed. His new form was that of a muscular man made of pale green crystal. His head came to a backwards pointing spike and he had four spikes his back, with two large spikes behind his shoulders and two smaller spikes in his lower back. He wore a black, sleeveless jumpsuit with a green stripe down the middle and had a green belt with the Omnitrix as the buckle. It was none other than Ben's Petrosapian form, Diamondhead.

Walking up to Weiss, Ben reshaped his right hand into a diamond pickaxe and broke away the ice from Weiss's feet.

"Sorry about that," Ben said apologetically.

"It's fine. Thank you," Weiss replied, "for everything."

"Did you just show gratitude?" Ben asked teasingly.

"Shut it, you dolt!"

Later that night, everyone in Team RWBY was sound asleep with the exception of Weiss who just came in. She approached Ruby's tent on her bunk and opened it, revealing a sleeping Ruby with her face in some notes, a pencil in hand, and books surrounding her. Surprised and amazed by her determination, Weiss cleared her throat and genteelly nudged her sleeping girl awake. After taking a second to wake up, Ruby started to flail around in surprise when she noticed Weiss looking at her.

"Weiss! I-I was studying, and then I fell asleep! I'm sorry..." Ruby said, but was cut off when Weiss put her hand over Ruby's mouth. Weiss then held a figure over her own mouth to signal to Ruby to stay quiet.

"How do you take your coffee?" Weiss asked as she removed her hand form Ruby's mouth.

"I... I don't..."

"Answer the question!" Weiss said, getting irritated.

"Uhh, cream and five sugars!"

"Don't move," Weiss said with a sigh as she ducked under the bed.

A moment later, Weiss came back with a freshly prepared cup.

"Here," Weiss said as she offered Ruby the cup.

"Um... Thanks, Weiss," Ruby said hesitantly.

"Ruby, I think you have what it takes to be a good leader," Weiss said smiling apologetically, "Just know that I am going to be the best teammate you'll ever have! Good luck studying!"

With her apology made, Weiss ducked back under the bed. However, she immediately came back and pointed at a one of Ruby's pages saying, "That's wrong, by the way."

Weiss then left the room, but was still heard from the doorway.

"Hey, Ruby?"

"Uh-huh?"

"I always wanted bunk beds as a kid."

With that last comment made, the two friends continued on with their business. Ruby continued to study while Weiss left the room to take care of some unfinished business elsewhere in the school. Unbeknownst to them, Ben had been watching silently from the door of his room, smiling.

Now having confirmed that his efforts have made a difference, he went into his room. Sitting at his desk, Ben took out the dimensional communicator Paradox gave him and set in to the tabletop. The device itself was a small, metallic cube with a holographic projector on the top and a single button on the front. Ben pushed the button and a holographic keyboard appeared. He typed in a few commands and placed a call.

After a few seconds, another holographic screen appeared displaying a video chat with his trusted Plumber partner, Rook.

"Greetings Ben, how have you been?" Rook asked.

"I've been great actually, what about you?"

"I have been fine. So, how have things been in Remnant?"

"Let's just say I've helped keep this world just a little bit more together," Ben said somewhat cryptically.

"Is that some sort of weird expression?" Rook asked confused.

* * *

I hope you enjoyed this chapter. Again, I am sorry if the music section of the last chapter was a bit stupid. Leave a review if you like. Free smoothie if you can find any of the references I made in this chapter.


	8. Chapter 8: School Life Never Changes

Hey everyone, sorry to keep you waiting. I know I went last Saturday without an update, but I was unable to access a computer during that time. In my defense, I posted the last chapter early, so I was actually ahead of schedule until last week.

I noticed a lot of you have requested that I give Ben some of the aliens he is confirmed to have in the Omnitrix, but has never been seen to transform into, such as Spitter. I am glad to tell you all that some of those aliens will make an appearance, I just need to create a situation where those aliens will appear, probably in the form of another mistransformation.

As for future updates, I might slow down since it's midterm week for me and time will be tight. I already have up until the volume one finale written so I just need to wait for my beta to get back to me, since again, midterms. Aside from that, my only real worries about this story now are that I'm approaching "RWBBYVerse: Clash of Heroes" territory in terms of progression, and I might subconsciously plagiarize or reuse concepts from that story since I've read it before. With that in mind, please go easy on me if I do reuse a concept, since some of them are honestly too good to pass up on.

Without further ado, on to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 8: School Life Never Changes

It was another normal day at Beacon Academy. The students were currently watching an exhibition match in combat class between Jaune and Cardin. The match was definitely not in Jaune's favor. Jaune had just lost his shield, and his sword was locked with Cardin's mace. Jaune was tired and struggling to keep up, while Cardin towered over Jaune with a smirk.

"This is the part where you lose," Cardin taunted.

"Over my dead-!" Jaune tried to say, but was cut off when Cardin kneed him in the stomach and sent him on the ground, disarming him in the process.

Cardin raises his mace to smash Jaune one last time, but a buzzer went off, signaling the end of the match.

"Cardin, that's enough!" Professor Goodwitch said as she stepped on stage.

Reluctantly, Cardin put down the mace and left the stage. With the overly excited student now under control, Glynda turned her attention to the rest of the students watching.

"Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match," she explained.

As she spoke, Jaune became increasingly upset over his loss. Pyrrha also had a sad look on her face, feeling sorry for her team leader and partner. Professor Goodwitch then turned her attention to Jaune, whom was still lying on the floor defeated.

"Mr. Arc, it's been weeks now," she said a bit disappointed, but still trying to encourage the boy to do better, "Please try to refer to your Scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more... defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now, would we?"

"Speak for yourself…" Cardinal said under his breath, although the comment didn't go unnoticed by Ben, who happened to be right next to him.

"What's this guy's problem?" Ben thought to himself.

"Remember, everyone," Glynda said to students, regaining Ben's attention, "the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

Later that day, Ben and Teams RWBY and JNPR were all discussing a reoccurring dream Nora has been having for the last month. However, Jaune, Ruby, Pyrrha, and Ben were all distracted by the depressed look on Jaune's face. Jaune was looking away from the conversation, while Ruby, Pyrrha, and Ben had concerned looks on their faces.

"Jaune? Are you okay?" Pyrrha asked.

"Huh? Oh, yeah!" Jaune said, snapping out of his trace and turning to his friends, "Why?"

"It's just that you seem a little... _not_ okay..." Ruby said slowly.

"Guys, I'm fine. Seriously! Look!" Jaune said nervously, giving them a thumbs-up.

However, Jaune was soon distracted by Team CRDL messing around with a Faunus girl who had brown rabbit ears. Cardin was laughing his head off at the girl's expense while Sky held his hands over his head to mock the girl's ears.

"What a bunch of jerks," Ben said to his friends.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha exclaimed.

"Who? Cardin Winchester? Nah... He just likes to mess around!" Jaune insisted, "You know, practical jokes!"

"He's a _bully_ ," Ruby commented.

"Oh, please!" Jaune scoffed. "Name one time he's 'bullied' me."

"Dude, we could probably name ten, but I'll just list three," Ben said, "He's knocked your books out of you hands, got you caught in a doorway with your shield, and stuffed and launched you in a rocket-propelled locker."

"I didn't land far from the school," Jaune responded, trying to laugh it off.

"Jaune, you know if you ever need help, you can just ask," Pyrhha said encouragingly.

"Ooooh!" Nora said with a not-so-sane grin, "We'll break his legs!"

"I would actually really want to see that," Ben commented with a smirk.

"Guys, really, it's fine!" Jaune insisted, "Besides, it's not like he's only a jerk to me; he's a jerk to everyone."

The group turns their attention back to Team CRDL, whose laughter had only gotten louder. Mixed in with the laughter were cries of pain, as Cardin was pulling on the Faunus' ears.

"Ow! That hurts!" the girl grimaced, "Please, stop…"

"I told you it was real!" Cardin laughed as he turned to the rest of his team.

"What a freak!" Russel guffawed.

"Atrocious. I can't _stand_ people like him," Pyrhha voiced.

"He's _not_ the only one..." Blake said with a serious look, as if the issue directly affected her.

"It must be hard to be a Faunus," Yang said sadly as she leaned her head on her hand.

"This just isn't right," Ben said quietly as he looked at the Omnitrix.

While his friends continued to talk, Jaune took his tray and left the table. After taking a few steps away, he looked back at the group before sighing and continuing on. However, he failed to notice Cardin watch him walk away in shame. The entire time he was watching, he had a sinister, almost evil, grin on his face.

Later, everyone was in Professor Bartholomew Oobleck's history class learning about the Faunus War. Professor Oobleck was known for his extreme hyper activity. He was zooming around the classroom so fast that he's feet appeared to be completely still as he moved from one place to another. This rapid movement helped keep people's attention during lectures. However, it failed to keep Jaune awake, who was asleep at his desk, and Cardin attentive, who was leaning in his chair relaxed.

"This is prior to the Faunus Rights Revolution, more popularly known as the Faunus War!" Professor Oobleck stated, "Humankind was quite, quite adamant about centralizing Faunus population in Menagerie. Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the uprising can still be seen to this day! Now! Have any among you been subjugated or discriminated because of your Faunus heritage?"

Several of the Faunus in the room raised their hands. Among them was the rabbit Faunus Team CRDL was teasing earlier during lunch, whom hesitated before raising her hand.

"Dreadful, simply dreadful!"Obleck lamented. "Remember, students, it is precisely this kind of ignorance that breeds violence! I mean, I mean, I mean just look at what happened to White Fang! Now, which one of you young scallions can tell me what many theorize to be the turning point in the third year of the War?"

Weiss raised her hand to give an answer.

"Yes?" Oobleck asked with anticipation.

"The battle at Fort Castle!" Weiss answered.

"Precisely!" Oobleck continued, " _And_ , who can tell me the advantage the Faunus had over General Lagune's forces?"

Unknown to the teacher, Cardin had prepared yet another prank for Jaune. He took a paper football and flicked it at the sleeping blond's head, waking him up with a surprise.

"Hey!" Jaune said in annoyance, catching the teacher's attention whom zoomed right in front of Jaune's face.

"Mr. Arc! Finally contributing to class!" Professor Oobleck said with excitement for his student, "This is excellent! Excellent! What is the answer?"

For Jaune, there was good news and bad news. The good news as despite being asleep, he had heard most of what was said in class so far. The bad news was that he didn't know the exact answer to the particular question that was asked.

"Uhhhh... The answer... The advantage... of the Faunus…" Jaune struggled to think of an answer.

Looking over to Pyrrha, he notices her cough and mouth him the answer. Unfortunately, he didn't read lips so he couldn't tell what she was saying.

"...had over that guy's stuff..." Jaune continued to drag on as he saw Pyrrha cup her hands around her eyes, "Uhh... _Binoculars_!"

The rest of the room, save for Ben, Teams RWBY and JNPR, and Professor Oobleck, burst into laughter at Jaune's response. Pyrrha slapped her face, Professor Oobleck returned to the front of the room, and Cardin was pounding the desk in laughter

"Very funny, Mr. Arc!" Oobleck said, "Cardin! Perhaps you would care to share your thoughts on the subject!"

"Well, I know it's a lot easier to train an animal than a soldier," Cardin responded, causing Oobleck to shake his head.

"You're not the most open-minded of individuals, are you, Cardin?" Pyrrha said.

"What? You got a problem?" Cardin challenged.

"No, I have the answer! It's _night vision_. Many Faunus are known to have nearly-perfect sight in the dark," Pyrrha answered, causing Cardin to growl at her response.

"General Lagune was inexperienced, and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the general was captured," Blake said, turning to Cardin, "Perhaps if he'd paid attention in class, he wouldn't have been remembered as such a failure."

Cardin and had just about enough of this well-deserved disrespect from his classmates. In his anger, he got up from his seat with his fists clenched, obviously wanting to hurt someone. However, he was stopped by Professor Oobleck.

"Mr. Winchester! Please take your seat," Oobleck said, prompting Jaune to laugh before Oobleck added, "You and Mr. Arc can both see me after class for additional readings."

"Oohhhh..." Jaune said as his slumped shoulders.

"Now! Moving on!" the teacher said as he continued with the lesson.

When the class was finally let out, Nora, Pyrrha, Ren, and Ben stepped out of the classroom, but Pyrrha suddenly stopped at the doorway.

"You go on ahead. I'll wait for Jaune," Pyrrha said.

"Mind if I wait with you?" Ben asked, "I need to say a few things to Jaune."

Back in the classroom, Professor Oobleck was giving Jaune and Cardin an earful. Needless to say, it was not a pretty sight for Pyrrha and Ben.

"You two have been struggling in my class since day one! Now, I don't know if it's a lack of interest, or just your stubborn nature, but whatever it is..." Professor Oobleck said before taking a long sip of his coffee, "It stops now! You've worked hard to gain entrance to this school, and we only accept the best of the best, so I expect you to act like it. History is important, gentlemen! If you can't learn from it... you're destined to repeat it. Pages fifty-one to ninety-one! I want an essay on my desk by next class! Now! Run along."

Having finished their talk, Professor Oobleck ran out of the room and past the two waiting students in a blur of white and green. The two boys soon made their way out of the classroom themselves, with Jaune in front. Seeing yet another opportunity to torment the boy, Cardin pushed Jaune to the ground before leaving, laughing his head off.

"You know, I really will break his legs," Pyrrha said as she picked up Jauen, before getting a look of inspiration on her face, "I have an idea! Here, come with me!"

"Can you hold on that for a second or ten?" Ben asked, "I need to do something."

Walking a few paces away from Jaune and Pyrrha, Ben approached Cardin to have a little word with him.

"Hey Cardin!" Ben yelled firmly.

Cardin turned around to see Ben standing in the hallway behind him. He didn't seem the slightest bit impressed.

"Well, well, well," Cardin said, "If it isn't the freak show that turns into monster."

"You and your flock of bird brains don't scare me," Ben countered, "None of you are even close to a peacock."

"You're afraid of peacocks?" Cardin laughed.

"And clowns, but just a little," Ben argued, "And that's not the point."

"What do you want, big shot?" Cardin said sarcastically.

"I don't like how you're treating everyone in this school, especially my friends."

"What are you gonna to do about it?" Cardin challenged, "Gonna turn into one of your aliens because you know you're not strong enough as a human to fight me?"

Ben brought his hand over the Omnitrx, as if to entertain Cardin's challenge. However, after a second of though, he brought his hand back down, but not on the Omnitrix. Instead, he put his hands in his pockets, just to show that he wouldn't activate the alien device.

"Ya know what? You're not even worth it," Ben said firmly, "I've stopped common criminals, taken down super villains, and saved my universe a billion times. I'm not gonna waste my time and the power of this watch on a bully in high school who's trying to look tough."

Having given Cardin a piece of his mind, Ben turned around and rejoined Jaune and Pyrrha, leaving Cardin with an angry look on his face.

"So, what's this idea of your's?" Ben asked Pyrrha.

"Follow me," she said as she grabbed Jaune and led the two boys somewhere else on campus.

The three friends found themselves on the roof of one of the dorm buildings of Beacon Academy. From the roof, they could see a beautiful, night time view of the school's central tower. Jaune approached the edge of the roof, and looked down at the long drop to the ground.

"Pyrrha, I know I'm going through a hard time right now, but I'm not _that_ depressed," Jaune said, much to Pyrrha's confusion, "I can always be a farmer or something..."

"N-n-no!" Pyrrha said in horror once she realized what Jaune was implying, "That's not why I brought you up here!"

"Should I go?" Ben asked, "Are you planning something that I should not be around to see?"

"It's not that either," Pyrrha said as she pulled Jaune away from the edge of the roof.

"What is this about then?" Jaune asked.

"Jaune, I know you're having a difficult time in class and that you're still not the strongest of fighters, so... I want to help you!" Pyrrha responded enthusiastically.

"Wh-what?" was all Jaune could say.

"We can train up here after class where no one can bother us!" Pyrrha explained.

"Not a bad idea," Ben complimented.

"You think I need help?" Jaune asked.

"N-no! No, that's not what I meant," Pyrrha insisted.

"But you just said it," Jaune clarified.

"He's not wrong," Ben added.

"Jaune, everybody needs a little push from time to time. It doesn't make you any different from the rest of us," Pyrrha said encouragingly, "You made it to Beacon! That speaks volumes of what you're capable of!"

Jaune just turned around and lowered his head an voice as he said, "You're wrong. I-I don't belong here."

"That's a terrible thing to say! Of course you do!" Pyrrha said encouragingly

"No, I don't!" Jaune said angrily as he turned around, "I wasn't really accepted into Beacon..."

Having revealed his lie, Jaune turned around again to not face the real students of the school.

"Wh-what do you mean?" Pyrrha asked confused.

"I mean I didn't go to combat school, I didn't pass any tests. I didn't _earn_ my spot at this Academy!" Jaune confessed, turning around to face Pyrrha again, "I lied! I got my hands on some fake transcripts, and I lied!"

"What? But... why?" Pyrrha asked, still not full comprehending what Jaune was saying.

"'Cause _this_ is always what I've wanted to be!" Jaune said before he turned away again, "My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one, too. I was just never good enough."

"Then let me help you!" Pyrrha said as she put a hand on he's shoulder.

"I don't _want_ help! I don't _want_ to be the damsel in distress! I want to be the hero!" Jaune said as he turned on her, frustrated.

"Jaune, I-," Pyrrha tried to say, but was cut off.

"I'm tired of being the lovable idiot, stuck in the tree while his friends fight for their lives! Don't you understand? If I can't do this on my own... then what good am I?"

"Jaune, you can be a hero," Ben insisted, "I've done a lot of dimension travel before, and I've meet a whole ton of different versions of me."

"What's your point?" Jaune asked, not daring to look Ben in the eye.

"Some of those Bens never got the Omnitrix," Ben explained, "One of them even came from a dimension where the Omnitrix never existed. Even without the watch that started my career as a superhero and/or led to me becoming a villain, he still turned into a hero in the end, thanks to some help from a couple of good versions of me, including me."

"So?" Jaune said, sparing Ben a glance.

"So, I'm telling you what I told No Watch Ben, 'It's just a gadget, be the hero,'" Ben explained.

"But that's just it!" Jaune yelled straight at Ben's face, "Even if that Ben didn't have an Omnitrix, he was still good enough to be a hero because he is just another you! I'm just me! The Omniverse just didn't give me the gift of heroic potential!"

Not entirely sure what to do now, Pyrrha reached her hand out to Jaune's arm to comfort him. However, he leaned back from her touch. He obviously didn't want her sympathy at the moment.

"Just... leave me alone. Okay?" Jaune requested.

"If that's what you think is best..." Pyrrha said sadly as she bowed her head.

"If you need to talk, my door is always open," Ben offered, "I'll have smoothies and chili fries on stand-by."

Having said all they could, Ben and Pyrrha left the roof top. Now alone, Jaune just paced around for a little bit. However, his thoughts were interrupted when he heard a familiar, mocking laugh extremely close by. Jaune turned to the edge of the roof to see Cardin climbing up on top.

"Oh, Jaune..." the bully said.

"Cardin," Jaune yelled surprised.

"I couldn't help but overhear you two from my dorm room. So, you snuck into Beacon, huh? I gotta say, Jaune, I never expected you to be such a rebel!"

"Please, Cardin, _please_ , don't tell anyone!" Jaune begged.

"Jaune, come on! I'd never rat on a friend like that!" Cardin insisted.

"A... a friend?" Jaune asked as he approached Cardin.

"Of course!" Cardin said as he trapped Jaune in a headlock "We're _friends_ now, Jauney boy! And the way I see it, as long as you're there for me when I need you, we'll be friends for a _long_ time."

When Cardin finally released Jaune, he struggled to catch his breath. However, even without the arm around his neck, he knew there was still a leash there.

"That being said, I really don't have time to do those extra readings Dr. Oobleck gave us today. Think you could take care of that for me, buddy?" Cardin said as he leaned into Jaune's hair before getting up with a grin, "That's what I thought."

Having taken calm to his new servant, Cardin began to walk back towards the edge of the roof and back into his dorm. Before going back in, he said to Jaune, "Don't worry, Jaune; your secret's safe with me." Once he was gone, Jaune rubbed the back of his head in worry. He knew he was in big trouble. Worst of all, he seemed to be all alone in this mess.

* * *

I hope you all enjoyed this chapter. Sorry if Ben didn't have to much involvement, but this chapter and the next are the Jaune Arc (pun completely intended), so it is expected to focus more on Jaune than anyone else and is an important part of Jaune's development as a character and hunter.

On an unrelated note, the USA got a new president, so I pose you all this question, would you rather have Trump as president of the USA, or Argit as president of Earth. Leave your answer in a review if you like.


	9. Chapter 9: Be the Hero

Welcome back! I hope you're all enjoy this story. Before we get started, I wanted to address few things. First, we have the Trump vs Argit survey I made in my last chapter. Even though only three of you voted, everyone voted Argit. What this says about the USA scares me a bit honestly.

Now, I would like answer some questions that I have been putting off for a while. First, yes, I will include Spitter in this story. I originally wasn't planning on it since I forgot about him, but it would be interesting to see how everyone would react to one of Ben's grosser aliens.

In regards to Johnathen's question about the Omniverse, i am sure that anyone with extensive knowledge and awareness of how the Omniverse works knows of our existence and our constant creation of new timelines through fanfiction. However, as I'm sure I stated before, all possible timelines and multiverses exist within the Omniverse. We just inadvertently share there stories in the form of media under the genuine belief that we thought of the ideas first. Although, perhaps it is best if we don't question the Omniverse too much. There is a reason the only two people in the Ben 10 universe (Paradox and Azmuth) have any real comprehension of the workings of the cosmos.

Finally, I have no plans to use Vilgax in this story. I might reconsider this at a later juncture, but for now, I will be sticking to using a few of my favorite villains from Ben 10, who will be revealed by the end of RWBY Volume 1.

That ran a bit longer than I would have liked. Anyway, to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 9: Be the Hero

On a very special day, several of the students of Beacon Academy were on a field trip to the forest of Forever Fall. The forest was filled with trees with grey trunks and red leaves. The forest seemed to be forever locked in autumn, hence the name. The teacher leading the field trip was Professor Goodwitch. Among the students present for the field trip were Teams RWBY, JNPR, and CRNL, with the addition of the solo student Ben. Everyone was admiring the forest they were in, with the exception of Professor Goodwitch, who had been on the field trip many times before.

"Yes, students, the forest of Forever Fall is indeed beautiful," Glynda said trying to get everyone's attention, "But we are not here to sight-see. Professor Peach has asked all of you to collect samples from the trees deep inside this forest, and I'm here to make sure none of you die while doing so."

Hearing her voice, the entire group stopped in its tracks. Farther behind the group was Jaune, who was carrying a large case with seven empty jars on top. He tried to catch up with the rest of the group, but accidentally bumped into Cardin when he tried to stop. Cardin glared at his personal servant, while Jaune pretended to be innocent by whistling. These actions did not go unnoticed by Ben, who though something was up. Ruby had told him that Jaune apparently messed up and was now on a leash. From what he just saw, Ben made a safe assumption that Cardin was the one holding said leash. Before Ben could think much about it, his thoughts were scattered by Professor Goodwitch's instructions.

"Each of you is to gather one jar's worth of red sap," Professor Goodwitch said as she held up a jar, "However, this forest is full of the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous back here by 4 o'clock. Have fun!"

"Come on, buddy - let's go!" Cardin said as he grabbed Jaune by the back, who was trying to sneak away from his capture.

Jaune looked over to the rest of his team to see Nora and Ren already moving deeper into the forest. Pyrrha was still there, but she looked on with a sad expression. Ben walked up behind her, crossing his arms and patiently waiting for Jaune to come over. Sadly, Jaune dropped his gaze and followed Team CRDL, must to Pyrrha's disappointment, causing her to sigh.

"I'm sure things will get better," Ben said as he put a hand on her shoulder and led her to the rest of Team JNPR.

A few minutes later, Team CRDL was relaxing as much as humanly possible, spreading their selves on the ground and leaning on various rocks and trees. Jaune approached the group from the forest with seven jars, now filled with red sap. He set the jars down before collapsing on the ground face first.

"Hey, great work, Jauney boy!" Cardin said, "Now that wasn't too hard, was it?"

"I think I'm allergic to this stuff..." Jaune said weakly as he lifted up his face, revealing himself to be cross-eyed and a bit dizzy.

"Greeeeat, great, great," Cardin said, disregarding Jaune's medical concern, "So, _Jaune_ , I bet you're asking yourself, 'Why did my buddy Cardin ask me to collect _seven_ jars of tree sap when there's only _five_ of us?'"

"That is one of the many questions I have asked myself today, yes," Jaune answered, nodding his head.

"Well, come with me, and you'll find out," Cardin said as Jaune sat up.

Knowing that whatever Cardin had planned couldn't be good, Jaune groaned and gulped in exhaustion and worry, respectively.

A few minutes later Jaune and Team CRDL were perched up on top of a hill, looking over everyone else as they collected their sap. They were low to the ground with their heads just barely peaking over the top of the hill so no one could see them. Down below, everyone was collecting sap at various levels of efficiency. Ben was doing the best out of everyone, since he was using Swampfire to manipulate the trees into pouring out sap straight into his jar. Nora and Ren were the least productive, since every time Ren passed a filled jar to Nora, she would drink all the sap while Ren filled the new jar. Everyone else was doing an average job to say the least.

"Cardin, wh-what's going on?" Jaune asked as he looked to the bully on his left.

"Payback," Cardin said sharply.

"Pyrrha... and Ben…?" Jaune said in realization as he looked at them collecting sap, "Wh-what are you-?"

"That's them," Cardin said as he pounded his fist on the ground, "Green eyed big shots, think they're all that."

Cardin then pulled out a box with a 'W' written on the front. A box that Jaune just so happened to recognize.

"All right boys. Last night, old Jaune here managed to round up an entire box of Rapier Wasps, and now, we're gonna put him to work," Cardin said as Russel grabbed Jaune's shoulder, "Now, according to one of the essays you wrote for me last week, these nasty things loooove sweets. I'm thinking it's time we teach _them_ a thing or two.

With the plan now explained, Team CRDL got off the ground. Cardin offered Jaune a hand up, only to pull him up painfully off the ground. Cardin then shoved the two extra jars of sap into Jaune's hands as he said, "And _you're_ gonna do it."

"Do what?" Jaune asked confused.

"Hit them with the sap!" Cardin said leaning in, "Either that, or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon."

Jaune looked at the two jars of sap in his hands. He then looked at Team CRDL, who all had a grin on their faces, waiting to see what happens. Jaune prepared to throw the two jars, one in each hand, at the same time at both of his friends. However, his hands began to shake when he saw Pyrrha smiling obliviously and Ben transform back into his more defenseless human form. Eventually, Jaune steeled himself for what he had to do, but it was not what Cardin wanted.

"No," Jaune said firmly.

"What did you say?" Cardin asked, as if he didn't hear Jaune clearly.

"I said… _NO_!" Jaune yelled as he threw the jars at Cardin.

As soon as he saw what he had done, Jaune reeled his hands close to himself in shock. Cardin's breast plate was now covered in two jar's worth of sap. Cardin had an angry look on his face, but just laughed darkly at Jaune.

"Oh, you've done it now," Cardin said threateningly.

Jaune just laughed humorlessly to himself as Dove and Sky grabbed his shoulders and pulled him away to another part of the forest. Meanwhile, Pyrrha heard some rustling in the direction of the hill Jaune and Team CRDL were just at. Turning to the hill's direction, she wondered to herself what exactly she just heard.

"Pyrrha?" Ruby asked in concern, "You okay?"

"Yeah," the warrior answered.

Pyrrha then looked down at her jar of sap, only to see that it was empty.

"Nora!" she yelled outraged, startling Ruby.

"Man, she goes through jars of sap like I go through smoothies," Ben commented, "I'm going to go deeper in the forest to find some more trees to extract sap from. Nora's already drank most of the sap in this area."

"It's not my fault this stuff's delicious," Nora defended.

"But it is your fault that you lack self-control," Ren countered.

Going in the direction that Team CRDL happened to take Jaune, Ben continued to look for trees that would provide a decent sample of sap. He wanted to try and collect enough sap so Nora couldn't drink it all before they get back to the school. He also wanted to try to add the sap to a smoothie using the smoothie machine that he built last week as Juryrigg. While walking he heard a loud thud from behind some bushes. "That's weird," Ben said to himself. Ben went over to the bush and peaked over the edge to see Jaune on the ground with Team CRDL surrounding him.

"This can't be good," Ben thought to himself.

"You _know_ that wasn't very smart, Jauney boy," Cardin said as he picked up a bruised Jaune and held him at least a foot in the air, "I'm gonna make sure they send you back to mommy in teeny tiny _pieces_."

"I don't care what you do to me..." Jaune responded, his eyes full of fury, "... but you are _not_ messing with my team."

Cardin was momentarily shocked by what Jaune said, but shock it off as he countered, "What? You think talk like that makes you tough? You think you're a big strong man now?"

Jaune just smiled defiantly as Cardin spoke. Consumed by his anger, Cardin raised his fist and struck Jaune with a roar. However, as soon as the blow hit, Jaune was enveloped in a blinding, white light. When the light faded, Cardin yelled in pain as he held his hand. At the same time, Jaune looked at himself to find that he was completely healed, bruises and all. Confused, Jaune looked at his hands and saw them glow faintly white for a second.

"This must be that Aura stuff everyone has been talking about," Ben thought to himself, "Must mean everyone has some ability to manipulate mana in this world."

While Jaune was distracted, Sky kicked him in the back on to the ground on his stomach. Not letting the last blow faze him, Jaune looked up and glared at an approaching Cardin.

"Let's see how much of a man you _really_ are..." Cardin began to say, but was cut off by a low growling.

Everyone turned to the direction of the sound to find a bear like Grimm known as an Ursa Major. Like all Grimm, the Ursa was black with a white mask and red eyes. On its back were several long, white spikes, indicating that it was a relatively old and experienced Grimm. The Ursa stood on its hind legs, above the group of students, terrifying all of them. It sniffed the air, finding itself attracted to the sap on Cardin's breastplate. Dropping back on all fours, the Ursa let out a roar, causing Russel, Dove, and Sky to run away in fear.

"That's a big Ursa!" Russel yelled as they ran.

"And that's my cue to get help," Ben said as he dialed in an alien.

After slamming on the Omnitrix, Ben was transformed into one of his original ten aliens. This alien resembled a blue and black Velociraptor. It wore a black helmet with an opening revealing a blue face with green eyes, black lips, and black lines running above and on the outside edge of the eyes. On the bottom of its blue, three toed feet were black spheres and it wore a full body suit with short sleeves and a green stripe down the middle. It also had a long tail with four blue stripes. Its arms were blue with pointed elbows and a black, three claw hand on each arm. On the center of the chest was the Omnitrix. It was Ben's Kineceleran form, XLR8 (read as 'accelerate').

"Better get running," Ben said in XLR8's speed-up voice as he dropped a black faceplate with a blue, X-shaped visor over the opening in his helmet and ran off at an incredible pace.

On the other side of the forest, the remaining students from Teams RWBY and JNPR could hear the roars of the Ursa attacking Cardin and Jaune.

"Did you guys hear that?" Ruby asked concerned.

"Guys!" Ben said as he stopped in front of everyone.

"Ben, is that you?" Ruby asked, noticing the Omnitrix on his chest.

"Yeah, I call him XLR8. He's really fast, but that's not the point," Ben said quickly, "We've got trouble!"

"What kind of trouble?" Weiss inquired.

Before Ben could answer, the remaining members of Team CRDL ran past everyone, still screaming their heads off.

"Ursa! Ursa!" Russel said looking back, causing him to accidentally run into Yang.

"What?!" Yang asked, completely unfazed by the crash as she picked him up by his shirt, "Where?"

"Back there! It's got Cardin!" Russel said pointing in the direction they came from.

"Jaune!" Pyrrha realized, dropping her jar.

"That kind of trouble," Ben said as he transformed back to human.

"Yang! You and Blake, go get Professor Goodwitch!" Ruby ordered.

Yang quickly dropped Russel before nodding in understanding. She and Blake then made a mad dash to find their teacher.

"You two, go with them!" Pyrrha said to her remaining teammates, "There could be more!"

"Ben, lead the way," Ruby ordered.

"Right," Ben said as he started to run in the direction he came from, "Follow me!"

Back with Cardin, he was attempting to run away from the Grimm, but the monster leaped over him and clawed him on to the ground.

" _Crap!_ Crap, crap!" Cardin panicked as he tried to crawl away.

"Oh, no!" Pyrrha yelled as she, Ruby, Weiss, and Ben arrived.

The group of rescuers could only watch as the Ursa approached Cardin. It raised its claw to attack, but it never made contact with its target. The strike was stopped by Jaune's shield, Crocea Mors. Jaune's actions stunned Cardin, who thought he was just a wimp who couldn't fight back. Cardin was only half wrong though, since Jaune was struggling a bit to keep the Grimm off them.

Noticing that Jaune was in need of assistance, Weiss prepared Myrtenaster. However, she was stopped by Pyrrha.

"Wait," Pyrrha insisted.

Jaune managed to slip the shield out from under the Ursa's paw and slashed the Grimm in the chest. In retaliation, the monster attempted to crush the young huntsman-in-training, but Jaune managed to roll away. When the Ursa tried to swipe at his feet, Jaune jumped over the attack, but was left open to be attacked a second time in midair. He was sent a bit of a distance back by the attack, but got straight back up on his feet. Jaune ran past Cardin as he attempted to leap and attack the Ursa, but was thrown behind the monster when he tried to strike.

Getting back on his feet, Jaune looked at his Scroll attached behind his shield to find that this Aura was in the red. Looking back at the Grimm in front of him, Jaune ultimately decided that the reading on the Scroll meant nothing to him at the moment. This was not an organized match; this was a life or death battle. "Just like Ben said," Jaune thought to himself, referring to the Scroll, "It's just a gadget, bet the hero." Preparing his sword and shield, Jaune got ready for one last final push.

"As Ben would say, it's hero time!" Jaune yelled as he charged at the Ursa, his sword pulled back to strike.

Over on the sidelines, Pyrrha noticed that Jaune had his shield lower than the Ursa had its claw. If he went on as he was, the claw would surely make contact. Quietly, Pyrrha raised her hand in front of her and let a dark red haze form around it. A similar dark red haze formed around Jaune's shield and moved upward on its own. Now reposition, the shield managed to block the strike from the Ursa's claw, giving Jaune the opportunity to decapitate the Grimm right there.

"Uhhh... What?" Ruby asked equal parts confused and amazed.

"How did you…?" Weiss asked just as amazed.

"Well, Ruby has her speed, you have your glyphs," Pyrrha explained, "My Semblance is polarity."

"Whoa, you can control _poles_..."Ruby said in awe.

"No, you dunce! It means she has control over magnetism!" Weiss corrected.

"Magnets are cool, too...," Ruby whispered, still impressed.

"Been there, done that," Ben commented, "Remind me to show you Lodestar at some point."

"Of course," Pyrrha said as she began to leave.

"Wait, where are you going?" Weiss asked Pyrrha.

"Yeah! We gotta tell them what happened!" Ruby agreed.

"We could... Or perhaps we could keep it our little secret?" Pyrrha said as she continued to walk away.

The two members of Team RWBY and Ben looked at each other before nodding in agreement. The group took their leave, letting Jaune deal with Cardin.

Jaune walked up to Cardin and offered him a hand up. Cardin took the hand with a smile as Jaune pulled him up.

"Holy crap, Jaune!" Cardin said stunned.

"Don't _ever_ mess with my team - my _friends_ \- _ever_ again," Jaune threatened, looking Cardin in the eye, "Got it?"

Cardin had an intimidated, even apologetic, look on his face as Jaune made his threat. Seeing that his message got through Cardin's thick head, Jaune turned around and left Cardin with his thoughts.

Later that night, Jaune was standing on the roof of one of the dorm buildings, the same roof that Pyrrha showed him when she made her offer to help train him. As he looked at the green lights of Beacon, Pyrrha approached behind him.

"No Cardin tonight?" she asked as she walked up beside him, "I thought you two were best buds"

"Pyrrha..." Jaune said, " I'm sorry. I was a jerk! You were only trying to be nice, and... I had all this stupid macho stuff in my head-"

"Jaune! It's okay!" Pyrrha said cutting him off.

The two smiled at each other, grateful that they could put the incident behind them.

"Your team really misses their leader, you know," Pyrrha added as she began to walk to the door, "You should come down! Ren made pancakes! No syrup, though - you can thank Nora for that! Ben did drop off some smoothies made from the sap we collected today. They're pretty good."

"Wait!" Jaune called out, causing Pyrrha to turn around, "I know I don't deserve it after all that happened, but... would you still be willing to help me... to help me become a better fighter?"

Pyrrha smiled and walked up to Jaune. She caught him by surprise when she pushed him on to the ground.

"Hey!" Jaune whined when he hit the ground.

"Your stance is all wrong," Pyrrha said with her hands on her hips, "You need to be wider and lower to the ground."

She offered a hand to Jaune, who gladly took it and pulled himself up. The two smiled at each other, their hands still clasped.

"Let's try that again," Pyrrha said encouragingly.

* * *

With that, Jaune's Arc (okay I'll quit it with the pun, it's just getting cornea and cornea) is finished. Again, sorry that Ben didn't do much. I can't let Jaune build some character if I let Ben take the spotlight. Next is the the Volume 1 finale. Just to let you know, it's gonna be a long one. Also, I did not intend it to be chapter 10, it just turned out like that. Leave a review if you like.


	10. Chapter 10: Faunus on the Run

Here it is, the RWBY Volume One Finale chapter.

First, Better strap in, 'cause this is gonna be a long one. Twice the size of most of my other chapters for a matter of fact. I wanted to make sure that this chapter pleases you all. I had wanted the first part of this story to go out with a bang!

Also, I'm updating this a day early for two reasons. The first is that I have a busy day tomorrow and wanted to post this on time. The second is because I will be taking a hiatus from this story for a little bit for personal reasons, so I at least wanted to give you all a complete RWBY volume one before I disappeared. This will give me time to take of my personal business, as well as work on future chapters.

As I've said before this chapter was ready, I have a whole explanation for how the omniverse presented in this story is laid out on my profile, which I update whenever new answers come to mind. Check it out if you'd like.

Now, let's send Volume One out with a bang! On to the disclaimer!

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 10: Faunus on the Run

It was a beautiful day in Vale. The entire kingdom was preparing for the Vytal Festival, which Vale had the honor of hosting this year. The streets were lined with lights and banners were hung over every road. It honestly reminded Ben an awful lot like Christmas. While he didn't know much about the Vytal Festival, Ben wouldn't be surprised if it was as big of a thing in Remnant as Christmas was at home.

Ben was walking through the streets of Vale with a couple of grocery bags in his hands. He had come into the city to pick up a few things, mainly ingredients for smoothies and chili fries. He especially needed more ingredients for smoothies since he was experimenting with different flavors and the last few came out a bit sour to say the least. He was heading back to his parked Tenn-Speed a little bit of a ways from the store, since there was no available parking near his destination with everyone on the streets decorating.

As he continued to walk down the streets, Ben noticed something out of place in the corners of his eye. At the end of an adjacent street was a shop with its windows busted open and surrounded by police tape. He walked up to the store to get a closer look, but stopped when he heard a familiar voice behind him.

"Ben?" the voice asked.

Ben turned around to find Ruby calling out to him with the rest of Team RWBY not to far behind.

"What are you doing here?" Ruby asked.

"Just came into town to pick up some ingredients when I saw this crime scene," Ben said, "What about you girls?"

"Weiss's idea," Blake responded, "She wanted to spy on the students coming in from Vacuo for the Vytal Festival Tournament."

"You still can't prove that," Weiss defended.

"What happened here?" Ruby asked one of the officers.

"Robbery. Second Dust shop to be hit this week. This place is turning into a jungle," the officer answered before he walked over to his partner.

"That's terrible," Yang sighed sadly.

"They left all the money again," the second officer said to his partner.

"Huh?" Ruby let out as she overheard.

"Sound familiar?" Ben asked her.

"Yeah, just doesn't make a lick of sense," the first officer puzzled, "Who needs that much Dust?"

"I don't know, an army?" the second officer guessed.

"You thinking the White Fang?" the first officer questioned.

"Yeah," the second officer agreed, "I'm thinking we don't get paid enough."

"Hmph! The White Fang," Weiss said with disgust, crossing her arms, "What an awful bunch of degenerates!"

"That's a bit harsh, even for you," Ben said offhandedly.

"What's your problem?" Blake asked defensively.

"My problem?" Weiss asked back as she turned to face Blake, "I simply don't care for the criminally insane."

"The White Fang is hardly a bunch of psychopaths," Blake defended as she crossed her arms, "They're a collection of misguided Faunus."

"Misguided? They want to wipe Humanity off the face of the planet!" Weiss responded angrily.

"So then they're very misguided. Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale!" Blake continued, trying as hard as she could to get the blame off the Faunus group.

"Hmm... Blake's got a point," Ruby thought out loud, "Besides, the police never caught that Torchwick guy Ben and I ran into a few months ago... Maybe it was him."

"I was thinking the same thing," Ben added, "Maybe he's targeting all these Dust shops for some bigger scheme."

"That still doesn't change the fact that the White Fang are a bunch of scum," Weiss said, standing her ground, "Those Faunus only know how to lie, cheat, and steal."

"You forgot survive," Ben joked, hoping to lighten the mood, "They wouldn't be around if they couldn't survive."

"That's not necessarily true..." Yang tried to counter, ignoring Ben's joke.

"Hey, stop that Faunus!" a voice from the docks screamed, as if to prove Yang wrong.

The group ran over to the docks to investigate the cry for help. After running the block to the docks, they saw a Faunus boy who looked about seventeen years old with golden hair, a monkey tail of the same color, and blue eyes. He wore blue cargo pants and an open white jacket with no shirt. The Faunus ran across the edge of a boat before jumping off of the vehicle and on to the docks, just before two sailors could catch him.

"Thanks for the ride, guys! Haha!" he shouted as he jumped off.

"You no-good stowaway!" one of the sailor yelled.

"Hey! A no-good stowaway would've been caught!" the Faunus argued as he hung from a lamppost by his tail and peeled a banana, "I'm a great stowaway!"

Before he has a chance to take a bit of the banana, one of the officers from earlier threw a rock at him to get his attention.

"Hey! Get down from there this instant!" the officer ordered.

However, the Faunus just threw the banana peel at the officer's head, causing the law enforcer to growl. With a laugh, the part monkey boy flipped into an upright, crouching position on the lamppost before running away from the cops. As he ran by the group from Beacon, he gave a quick wink to Blake, leaving her stunned as he continued to run.

"Well, Weiss, you wanted to see the competition, and there it goes..." Yang commented.

"Quick, we have to observe him!" Weiss yelled, holding a finger up.

The group began to give chase, though Blake stayed still for a little bit, still stunned by what had just happened. After regaining a sense of her surroundings, she quickly followed her friends after the monkey Faunus. As they ran, Ben handed his bags to Ruby while he began to dial in an alien to help in the chase.

"Hold these for me, will you?" Ben asked as he handed Ruby his things, "Let's see what monkey boy thinks of Spidermonkey!"

Slamming down on the Omnitrix, Ben transformed into another of his many alien forms. However, while he selected the blue Arachnichimp, a species with which resembled an Earth monkey with four arms and spider-like traits like six eyes and the ability to spin webs, he transformed into an entirely different species.

The species he transformed into resembled a humanoid cross between a grasshopper and a praying mantis. It had three jointed legs and a head with a large, segmented horn on top and two smaller horns on the side. Its entire body was covered in an incredibly durable, green exoskeleton. It wore a green and black body suit with the Omnitrix on the waist.

"Crashhopper?" Ben yelled in surprise at the form he received.

"Why do you bother yelling them out anymore?" Ruby asked.

"I ask myself that all the time," Ben lamented.

Making the best of the form he got he used Crashhopper's incredibly strong legs to jump high into the air to follow the Faunus, creating a cricket sound as he jumped. Landing on one of the rooftops, Ben noticed that Team RWBY had fallen behind due to crashing into someone. While the monkey Faunus had escaped them, he had yet to get away from Ben. Taking another jump, Ben landed right in front of the Faunus, cutting off his rooftop escape.

"Whoa!" the Faunus said in surprise, "Who or what are you?"

"The name's Crashhopper," Ben responded, careful to not reveal himself to anyone outside of Beacon, "and I'm the guy who's gonna take you down!"

Bending down, Ben jumped forward, intending to crash into the Faunus head on, literally. However, just before Ben made impact, the monkey boy jumped over him to dodge. He them used Ben's head as a springboard, jumping away to the next rooftop and driving Ben's head into the roof of the building they were standing on, leaving him stuck. Once he landed on the next rooftop, the Faunus boy turned around and laughed at the shape shifter.

"Well, you sure know how to crash, Crashhopper!" the Faunus quipped before making his escape.

"Aw, man!" Ben said as pulled his head out of the roof and transformed back to human.

Looking around, Ben realized that everyone was gone. The Faunus had escaped and Team RWBY was no longer in the general area. Figuring that they probably went back to the school, Ben decided to head back himself. He only hoped that Ruby still had his groceries. He really didn't want to have to go back to the store to get his ingredients after just returning to the school.

After finding his bike, Ben made the short trip back to Beacon. Once at the school, he made his way to the dorms, his hopes still set on Team RWBY still having his groceries. When Ben reached Team RWBY's dorm, he reached to knock, only for the door the suddenly fly open with Blake running out at an incredible pace.

"Blake, wait! Come back!" Ruby yelled as she tried to catch her runaway friend, barely noticing Ben now standing in the doorway.

Ben looked around the room to see Weiss looked down at the ground and Yang sitting in a chair with a stunned look on her face. All Ben could do in this situation was ask the obvious question.

"I was going to ask if you still had my groceries, but now I have another question," Ben said, "Did something happen?"

After being missing for the entire weekend, Team RWBY decided to look for Blake, since she seemed to not be coming back. Ben had also offered his help, since Blake was his friend too. The four teens were driving through Vale in the DX Mark 10. Ben was driving, Ruby was in the passenger seat, and Weiss and Yang were in the back. The streets were fairly empty, leaving the group to search openly from through the car windows.

"She's been gone all weekend..." Ruby said in worry.

"Blake's a big girl, I'm sure she can handle herself!" Weiss commented.

"Weiss, come on. She's one of our teammates," Yang said, trying to get Weiss to be a bit less cold.

"Is she?" Weiss asked skeptically, "We all heard what she said!"

"Actually, I wasn't there for that," Ben said from driver's seat.

"Weiss," Ruby whined, not appreciating her attitude.

"Maybe she is, maybe she isn't. Either way, she's missing, and we need to find her!" Yang yelled.

"A member of the White Fang! Right underneath our noses!" Weiss said outraged.

"I just hope she's okay..." Ruby whispered.

"Can you guys keep it down and stay focused?" Ben asked annoyed, "I'm trying to drive here."

After a little while, the group decided to stop the car in an attempt to call out to their missing teammate. That, and Ben couldn't drive properly with Ruby and Yang yelling out of the windows of his car. Ben could be reckless at times, but he knew better than to drive while distracted.

"Blaaaake!" Ben yelled.

"Blaaaake!" Yang called out.

"Blaaaaaaaake! Where aaaare yoooouuuu!?" Ruby screamed.

"Blake!" Yang yelled again.

"Weiiiiss, you're not helping!" Ruby whined as she turned to the Ice Queen

"Oh! You know what might be able to help? The police!" Weiss replied.

"Um, hello? Plumber/superhero?" Ben joked at an admittedly bad time as he pointed at the Omnitrix.

"Ugh, Weiss..." Ruby said as she crossed her arms, irritated.

"It was just an idea!" Weiss defended.

"Yeah, a bad one," Ruby countered.

"Weiss, I think we should hear her side of the story before we jump to any conclusions," Yang said, trying once again to play peace keeper.

"You know what they say, 'Innocent until proven guilty,'" Ben agreed.

"I think that when we hear it, you'll all realize I was right!" Weiss argued.

"And I think Weiss' hair looks wonderful today!" a girl with red hair said from behind Weiss.

"Aaaah! Penny!" Ruby yelled in surprise," Where did you come from!?"

"Wait, isn't this the person you guys crashed into when we were chasing that monkey Faunus?" Ben asked in confusion.

"Salutations, my name is Penny," Penny said saluting, "Are you a friend of Ruby's?"

"Uh, yeah," Ben answered with a little uncertainty, "I'm Ben, Ben Tennyson."

"So guys, what are you up to?" Penny asked.

"Uhh..." Ruby said, unsure about how to answer.

"We're looking for our friend Blake," Yang answered for her.

"Ooooh, you mean the Faunus girl!" Penny confirmed.

"Wait, how did you know that?" Ruby asked as everyone stared at the girl.

"Uhh, the cat ears?" Penny replied, pointing to her head.

"What cat ears?" Yang said with a small laugh, "She wears a... boooohhh..."

The group fell silent for a second at the sudden, though admittedly obvious, revelation. They remained silent long enough for the wind to blow a tumbleweed past them.

"She does like tuna a lot…" Ruby whispered.

"Is no one else going to question what a tumbleweed is doing in the middle of a city, miles from any desert?" Ben asked, a bit distracted by the plant that should not be present.

"So, where is she?" Penny questioned, getting back on topic.

"We don't know," Ruby said sadly, "She's been missing since Friday."

"That's terrible!" Penny gasped as she grabbed Ruby's shoulders, "Well, don't you worry Ruby, my friend! I won't rest until we find your teammate!"

"Uh, that's really nice of you, Penny, but we're okay! Really! Right, guys?" Ruby said, forcing a smile as she looked to her friends.

However, Weiss, Yang, and Ben were nowhere to be seen. The absence of the DX Mark 10 only further proved that her friends had abandoned her with Penny. Ruby fell silent as another gust of wind blew the tumbleweed from earlier back in the opposite direction, passing the two girls once again.

"It sure is windy today!" Penny commented.

Elsewhere in the city, Weiss, Yang and Ben were continuing their search for Blake. Ben was currently leaning on his car in front of a shop. The door of the shop opened, revealing Weiss and Yang walking out, with Yang waving inside.

"Thanks anyways!" Yang said as she waved.

"Nothing?" Ben asked.

"No," Yang replied with a sigh, "This is hopeless."

Yang then noticed Weiss just looking around without a care in the world. Her actions indicated only one explanation in Yang's mind.

"You really don't care if we find her, do you?" Yang accused.

"Don't be stupid; of course I do. I'm just afraid of what she'll say when we find her," Weiss said over her shoulder, "The innocent never run, Yang!"

"Maybe," Ben cut in, "but the scared do. Maybe Blake is just scared of what you all would think of her."

"What do you mean?" Yang asked curious.

"You guys pay attention in class. The Faunus are segregated and treated poorly. She wears that bow to hide," Ben explained, "My best friend, Kevin, was in a similar situation for a good part of his childhood. When I first met Kevin when we were kids, he was a runaway who did a lot of bad stuff. He had these crazy powers that he couldn't control at the time and was called a freak by a lot of people. That drove him to a lot of deep ends.

"We were the worst of enemies. I had the Omnitrix, he turned into an amalgam of my ten original aliens and went insane. Every time we met we were at each other's necks. Heck, after I set him into a pocket dimension prison called the Null Void, he ended up the leader of a Ben 10 hit squad. Out of everyone I've ever faced, he was one of the worst.

"But he got better. After returning to a human form, escaping the Null Void, and four years of not seeing my face, I ran into him again. We started with our usual beat-each-other-up routine, but he ended up joining me and my cousin Gwen on a mission when the guys we were tracking cheated him out of some money. Since then, he has only gotten better. He's like a brother to me and has a stable romantic relationship with Gwen now. He's even a loving pet owner. Not to mention he built my car as a birthday present."

"What are you getting at?" Weiss asked, turning around.

"I'm saying that Blake and Kevin are in the same boat," Ben claimed, "When we find her, we have to let her explain her situation. We can't just walk up to her and accuse her of being a criminal, even if she might have been before. The innocent don't run, but the guilty can atone."

The two girls looked at the ground for a moment, contemplating Ben's words. Maybe he was right. He had dealt with the situation before, and he was definitely more experienced than they were. The two didn't ponder for long though, since Ben expectantly threw his keys at Yang, who quickly caught them.

"You two can borrow my car for a bit. Yang has a bike so she should be able to handle my car. Just try not to wreck it," Ben said as he dialed in an alien on the Omnitrix, "I'm going to look for Blake from the air. We'll be able to cover more ground like this."

Having said everything he needed to say, Ben activated the Omnitrix and transformed into Jetray. It has been a while since Ben had become Jetray, so he sported a slightly different look. While the body itself was still the same, the form now wore a skintight, black suit with a green triangle on the chest that split at his neck into two green strips that ran over his shoulders and along his back, and a hole in the back for his tail to pop out of. On his waist was a green belt where the Omnitrix was.

Now capable of flight, Ben took off into the air at near supersonic speeds. The two girls continued to stand in place, wondering as they watched Ben fly off to find their missing friend.

Elsewhere, Ruby was continuing her search for Blake, now accompanied by Penny. As they walked down the street, Penny asked Ruby multiple questions about the falling out her team was facing. While Ruby felt obliged to answer her, the constant questions didn't exactly make her too happy.

"So, Blake is your friend?" Penny asked.

"Yes, Penny," Ruby replied with a sigh.

"But you're mad at her?" Penny went on.

"Yes. Well," Ruby said before taking a double-take, "I'm not. Weiss is."

"Is she friends with Blake?" Penny continued.

"Well, that's kind of up in the air right now..." Ruby answered.

"But why?" Penny asked, not quite understanding the situation.

"Well, you see," Ruby began with a sigh, "Blake might not be who we thought she was..."

"Is she a man?" Penny supplied with a gasp.

"No! No, Penny. She's..." Ruby tried to explain, before stopping with a sigh and looking Penny in the eye, "I don't know what she is. She didn't exactly talk to us before she decided to run off."

"I don't have a lot of friends," Penny advised, "but if I did, I would want them to talk to me about things."

"Me too..." Ruby said as she looked at the ground and continued walking.

"Is Ben your friend?" Penny asked out of nowhere.

"Of course he is," Ruby replied, perked up by the sudden question, "He's helping us find Blake."

"Do you like him?" Penny questioned.

"That's kind of a prerequisite for being a friend," Ruby answered.

"You seem to like him a lot," Penny said, pushing the subject, "Do you like him that way?"

"Where is all of this coming from?" Ruby countered with her own question, flustered.

"One of the things I've always wanted friends to talk to me about is how we feel about other people," Penny answered obliviously, "Please answer my question."

"Yes, he's cool and I like him, but not that way!" Ruby said with a hard and slightly blushed face before her expression softened, "Well, maybe a little."

Meanwhile with Ben, the sun had just gone down and he was still flying over Vale as Jetray. As he flew over the docks, he noticed a figure he was all too familiar with. Laying down on the edge of the roof of one of the warehouses was Blake.

"Blake!" Ben called out as he flew down to meet her, catching her attention.

Noticing the Omnitrix on the alien's neck, Blake waited for Ben to land on the roof, where he transformed back to his human form. However, neither noticed a blond figure climb up on to the warehouse when Ben landed.

"We've been looking all over for you," Ben said in worry, "Where have you been all this time?"

"Um, excuse me," a voice made itself known behind Ben.

Ben turned around to see a familiar face, but not necessarily a good kind of familiar face. Behind Ben was the monkey Faunus that stowed away on a ship to Vale last Friday, holding a couple of green apples in his hands. He only hoped the Faunus didn't see him transform.

"One, do you know him, Blake? Two, who is he? And three, why was he a walking, talking, red, stingray out of water a few seconds ago?" the Faunus asked, raising his figures as he counted.

Ignoring Ben's crestfallen reaction to the last question, Blake answered the blonde's first question with, "Yes, he's a friend of mine, but he should explain the rest."

Figuring that his secret was exposed to another individual, Ben decided to introduce himself as politely as possible.

"My name is Ben Tennyson. I'm a shape shifter," Ben said holding out his hand, "It's nice to meet you again,"

"Sun Wukong," the boy said as he took Ben's hand, before noticing Ben's exact words, "What do you mean by 'again'?"

"We've meet before," Ben replied, "though you knew me under the name Crashhopper."

"That was you?" Sun yelled in surprise.

"Shush!" Blake shushed them as she took her position on the roof again.

"Stake out to prove the White Fang innocent?" Ben deducted.

"Yeah," Blake responded.

"And I'm helping," Sun added.

Ben remained silent for a second before he said, "I'm in."

"Really?" Sun questioned, surprised that Ben was so willing to help.

"Yeah, I do this kind of stuff all the time," Ben answered nonchalantly.

"Cool" Sun said before crouching down to talk to Blake, "Did I miss anything?"

"Not really," Blake responded. "They've offloaded the crates from the boat. Now they're just sitting there."

"Cool," Sun said as he offered Blake an apple, "I stole you some food!"

"Seriously dude?" Ben asked, slightly annoyed.

"Do you always break the law without giving a second thought?" Blake added.

"Hey, weren't you in a cult or something?" Sun defended, receiving an angry glare form Blake.

"That one's on you," Ben said as he patted Sun's shoulder.

"Okay, too soon," Sun responded.

Just as Sun finished his sentence, the three teens felt a gust of wind blow around them. Looking up, the group saw an aircraft flying very low to the ground above them. The model of the aircraft itself however was very familiar to Ben. The model, which he now knew was known as a Bullhead thanks to classes at Beacon, was the same model that Roman Torchwick rode to escape Ruby, Professor Goodwitch, and him when he first arrived in Remnant.

The Bullhead landed in the middle of all of the containers and opened up a ramp in the back. A hooded man with a silver mask walked out of the aircraft to scan the area. On the back of his outfit was an emblem that Blake recognized all too well. It was a blood-red wolf's head with a three-clawed scratch across it, the emblem of the White Fang.

"Oh no…" Blake whispered in disappointment.

"Is that them?" Sun asked.

"Yes…" Blake answered slowly, "It's them."

The first White Fang member motioned his rifle to the Bullhead, prompting several other White Fang members to flood out of the vehicle. They were then ordered to prepare to take the Dust via tow cable.

"You really didn't think they were behind it, did you?" Sun asked Blake.

"No. I think deep down I knew," Blake said sadly, "I just didn't want to be right."

"So this is the White Fang," Ben mused.

The group looked on at the seen in thought for a second. However, they were interrupted when they heard a new, and to Ben, familiar, voice.

"Hey! What's the holdup!?" the owner of the voice said as he came out of the Bullhead, revealing himself to be none other than Roman Torchwick, "We're not exactly the most inconspicuous bunch of thieves at the moment, so why don't you animals try to pick up the pace?"

"So hotshot there is connected to all of this," Ben observed, "I thought those robberies seemed a bit similar.

"This isn't right," Blake voiced, "The White Fang would never work with a Human. Especially not one like that."

Not saying another word, Blake pulled her sword from its sheath and walked off the edge of the roof, intending to get answers in a more direct approach.

"Hey, what are you doing?!" Sun asked alarmed.

"If I had to guess, something stupid," Ben said as he pulled Sun up, "Let's move."

"I agreed to a stake-out, not a brawl!" Sun complained as he was pulled by Ben towards some of the containers on the deck.

On the ground, Roman continued to bark orders at the White Fang members like a pack of dogs. Suddenly, Blake appeared behind him, holding her blade at his throat.

"What the- Oh, for f-" Roman began to respond before Blake cut him off.

"Nobody move!" Blake ordered.

The White Fang members all readied their weapons, from machine guns to swords, and aimed them at Blake and her hostage. The slowly began to approach, hoping she would let Roman go without things getting messy.

"Whoa! Take it easy there, little lady," Roman said, not feeling like getting shot or stabbed that night.

Blake silently took off her bow from on top of her head, revealing a pair of cat ears.

"Just like Penny said," Ben thought to himself.

"Brothers of the White Fang! Why are you aiding this scum?" Blake asked, still keeping Roman hostage.

"Oh, kid," Roman laughed, "didn't you get the memo?"

"What are you talking about?" Blake demanded.

"The White Fang and I are going in on a joint business venture together!" Roman explained

"Tell me what it is or I'll put an end to your little operation," Blake threatened

Before Roman could give a response, the air was filled with the winds and sounds of turbines.

"I wouldn't exactly call it a little operation..." Roman said as he looked up.

Above them were two more Bullheads, most likely filled with even more White Fang members. Distracted by the arrival of the vehicles, Blake failed to notice Roman fire his cane at her feet. The blast caused a large explosion that could be seen and heard a few blocks away from the dock to where Ruby and Penny were.

"Oh, no..." Ruby said worried.

Back at the docks, Blake had been knocked on to the ground by the explosion and a little dazed. She quickly got back up on her feet as Roman continued his onslaught. He fired his cane multiple times, but Blake dodged each one, causing them to destroy several crates of cargo. Eventually Blake managed to get behind some containers and out of Roman's line of sight.

"Here, kitty, kitty, kitty…" Roman taunted as he searched for the cat Faunus.

Before he could continue, a banana peel unexpectedly fell on his head. Roman growled as he looked up to see Sun standing on top of one of the containers. Sun then jumped down from the container and landed on Roman's face, feet-first, before rolling a distance away from the criminal.

"Leave her alone!" Sun demanded as he took a fighting stance.

Up above, the Bullheads opened their hatches and let several White Fang members drop down into the fight and surround Sun.

"You're not the brightest banana in the bunch, are you, kid?" Roman asked sarcastically.

All the White Fang members surrounding Sun charged at him at once, weapons ready. However, Sun managed to dodge most of the attacks that were made while countering the rest with his bare fists. After taking down a few of the goons, Sun rolled away from the group as he pulled a red collapsing staff from under his jacket which he called Ruyi Bang and Jingu Bang. Now armed with his personal weapon, the monkey Faunus easily took down the rest of the White Fang members attacking him.

"Hey, hotshot!" Ben called out to Roman from on top of the containers, "Remember me?"

Looking up at Ben, Roman instantly recognized the boy.

"Well, well, well, if it isn't the kid who interrupted my Dust gig a few months ago," Roman mussed, "Still think you're some sort of hero?"

"I know I am," Ben said with a smirk as he lifted the Omnitrix to his face, "It's hero time!"

In a flash of green, Ben had transformed into Spidermonkey, throwing Roman for a loop with his transformation. The detail that surprised Roman the most however, was the black and green hourglass emblem on the form's chest, which was attached to a green belt that ran over and under the Arachnichimp's upper set of arms.

"So, you transform into monsters, do you?" Roman asked, "And you were also that building block gorilla?"

"Nice to see you figured it out!" Ben yelled as he jumped off the container.

Landing in front of Roman, Ben used his superior agility to his advantage. With monkey-like reflexes, Ben jumped from place to place around Roman, throwing several punches and kicks at the criminal. As Roman tried to swing at the veteran hero, the multiple consecutive attacks left Roman dazed for a second. This gave Ben the opportunity to use the webbing in his tail on the criminal's feet, leaving him stuck in place.

"He's mine!" Blake yelled as she rushed in out of hiding.

She swung at Roman several times, forcing him to focus on defending instead of freeing himself. Even with his feet webbed to the ground, he was able to defend against most of the attacks Blake threw at him and he threw just as many back. Roman landed a few good hits, but most of the time Blake either managed to dodge or use her Semblance to create a clone to take the attack for her. Eventually, Roman got a very good hit in, which knock Blake away from him.

However, as soon as Blake was down, Sun switched in and continued the onslaught on the criminal. Sun split his staff into a set of twin nunchucks, whose handles just so happened to also be shotguns. Seeing Sun's weapon, Ben quickly gathered some of the debris from the fight with his webbing and created four pairs of makeshift nunchucks.

"Monkey see monkey do!" Ben quipped as he joined in.

"I didn't know you had a monkey form," Sun commented.

"Arachnichimp technically," Ben corrected, "Just focus on fighting."

The two half-monkeys swung their total of six nunchucks at lightning speed, with Sun firing the shotguns of his nunchucks every time they were facing Roman. However, Roman still managed to deflect most of these attacks, even though it was two against one and he was immobilized. Eventually, Blake was able to get up again and land a solid hit on their enemy, freeing him from the webbing and knocking him a good distance away.

Getting back up with a growl, Roman noticed a container hanging by a crane just above his three opponents. Acting quickly, he fired a round at the container, causing it to fall. Luckily, the three managed to dodge out of the way before it crushed them. Unfortunately, Sun ended up rolling right in front of Roman and the business end of his cane. Before Roman could fire, a familiar voice called out from the roof of one of the warehouses.

"Hey!" the voice yelled.

Turning to the direction of the voice, Roman saw that Ruby was standing at the edge of the roof with Crescent Rose at the ready.

"Well, hello, Red!" Roman said with a wave, "Isn't it past your bedtime?"

"Ruby," Penny asked as she approached, "are these people your friends?"

"Penny, get back!" Ruby warned.

Seeing that she was distracted, Roman used the opportunity to fire one of his cane's rounds at Ruby, which knocked her onto her back on the roof.

"Ruby!" Ben yelled in worry as he transversed the docks to check on her.

Roman laughed at his own success. At the same time, Penny put on a serious expression at the sight of her friend being attacked so heartlessly. By the time Ben had reached the girls and was starting to help Ruby up, Penny took a few steps forward, as if to fight.

"Penny, wait! Stop!" Ruby cried in worry.

"Don't worry Ruby," Penny said over her shoulder before facing forward, "I'm combat ready."

Penny's backpack opened up like a set of mechanical doors and released a hovering, single-bladed sword. The single sword then divided and became a set of multiple swords, all hovering over Penny's back. Penny jumped off the roof of the warehouse and used three of the swords to take down two White Fang members without even touching the ground or the swords themselves. Penny continued to attack the White Fang members once she was on the ground. She slashed at them, stuck them to walls, and even used her swords like a shuriken to knock over several Faunus like a set of bowling pins.

"Whoa!" Sun said observantly as he ran for cover and to check on Blake.

Soon, three Bullheads in the sky started to fire on the docks. However, Penny used her swords to create a spinning shield to protect herself. She then released two more swords from her backpack which drove themselves into a wall several yards behind her. Penny was pulled in to the wall, as if she was attached to it by some strings. She then positioned her swords in front of her as they began to spin and generate a ball of green energy between them. With a thrust of her arms, Penny launched a green laser from her swords at the Bullheads, cutting all of them in half. White Fang members and what appeared to be a Raptor fell from the destroyed vehicles, which flew over Ruby and Ben before crashing behind them.

Stunned at what was happening, the two of them turned back to the fight to see Penny tether an escaping Bullhead and container with her swords. She began to walk backwards like she was holding a rope attached to the ship. Upon closer inspection, one could see that all of her swords were indeed attached to strings which connected to her backpack.

"How is she doing that?" Ruby asked to no one in particular.

"I don't know, but she a mean, green, fighting machine!" Ben replied as he became human.

Seeing that the operation was going south, Roman grimaced and made his way to one of the remaining Bullheads still on the ground. From the hatch of the vehicle, he could see Penny yank on the strings of her swords, pulling the Bullhead to the ground, destroying it.

"These kids just keep getting weirder..." Roman observed as he boarded his Bullhead.

With Roman now onboard, the Bullhead took to the air and flew off from the dock, a second Bullhead following close behind.

A little later, the police were on the scene to inspect the crime. Ruby, Blake, Sun, Penny, and Ben were all sitting on crates on the side of the investigation, having all given their eyewitness accounts. Soon, the DX Mark 10 pulled up to the group with Yang and Weiss walking out and toward the group.

"Look Weiss, it's not what you think, she explained the whole thing. See, she doesn't actually have a bow, she has kitty ears and they're actually kind of cute..." Ruby babbled, but was ignored by Weiss as she squared off Blake.

"Weiss, I want you to know that I'm no longer associated with the White Fang. Back when I was with the-" Blake said calmly, but was cut off by Weiss.

"Stop! Do you have any idea of how long we've been searching for you?" Weiss asked, "Twelve hours. That means I've had twelve hours to think about this. And in that twelve hours, I've decided... I don't care."

"You don't care?" Blake questioned surprised.

"You said you're not one of them anymore, right?" Weiss responed.

"No, I-I haven't been since I was younger-"

"Ah-bah-bah-bah-bah! I don't want to hear it. All I want to know is that the next time something this big comes up... you'll come to your teammates. And not some..." Weiss started before noticing Sun and catching herself, "Someone else."

"Of course," Blake said as she wiped a tear from her eye.

Everyone remained silent and serious for a moment before Ruby had one of her excited outbursts.

"Yeah! Team RWBY is back together!" Ruby screamed.

Ruby, Weiss, Blake, Yang, Sun, and Ben all gathered together in a circle, just to take in the moment. At least they did before Weiss pointed accusingly at Sun.

"I'm still not quite sure about how I feel about you!" Weiss stressed, causing Sun to laugh nervously.

"Hey, wait a minute... Where's Penny?" Ruby asked, noticing their friend was missing.

"I'm sure she's fine," Yang reassured her sister.

"Hey, I got an idea," Ben said as he held out the Omnitrix, "Let's make a pact on the Omnitrix to treat all humans and Faunus equally, and to give all of them the benefit of the doubt. After all, the Omnitrix is the ultimate device for understanding the beings of the universe."

"That's a great idea!" Ruby said as she placed her hand on the Omnitrix.

"This seems agreeable," Weiss said as she did the same.

"Count me in!" Yang yelled excitedly.

The only people not to put their hands in yet were Blake and Sun, who still seemed a bit unsure of the idea.

"Come on, you guys too," Ben insisted, "You two are the Faunus in the group."

Smiling at Ben's jester, the two Faunus put their hands on the device. However, as soon as they did, the Omnitrix exploded in a flash of green light, causing everyone to remove their hands. When the light dimmed, the Omnitrix was displaying a holographic image of a double helix of DNA.

"New DNA sample acquired," the Omnitrix said in a monotone version of Ben's voice, "Faunus transformation available."

"What does that mean?" Sun asked in confusion.

"I think it means I can transform into a Faunus now!" Ben exclaimed.

"Really!" Ruby squealed.

"What are you waiting for? Transform already!" Yang yelled.

"Give me a second," Ben said as he scrolled through the playlist.

Eventually, he came across an icon that closely resembled his own face. Seeing as none of his other transformations could possibly have a face a good-looking as his, Ben instantly knew it was his new Faunus form. Locking in his choice, Ben activated the device and was enveloped in a flash of green light. When the light dimmed, he stood as his new Faunus form.

The form closely resembled his human form but was more muscular, but just as lean. Instead of brown, his hair had become black. Behind him was a wolf's tail of the same color. He was dressed in a skintight, green, short sleeved shirt with a black stripe down the middle. He also wore black pants that had a green stripe running down each leg. Around his waist was a green belt with the Omnitrix as the buckle.

"This is amazing!" Sun yelled.

"This form needs a name," Ben commented.

"How about 'Ben Wolf'?" Yang suggested, "Ya know, since your Ben, and you're a wolf."

"A bit on the nose, don't you think," Weiss asked.

"Nah, I already used that name for one of my other forms," Ben waved off, "Plus, I replaced the name with 'Blitzwolfer'."

"So, now what?" Ruby asked.

"I've got it!" Ben exclaimed, "From now on, this form will be called 'Jade Fang'!"

"How did you come up with that?" Yang asked.

"Well for one, it gives me a name that relates to a color," Ben half-joked, "but it also makes me the same but different form the White Fang. Like them, I'll work to make Faunus equal citizens, but unlike them, I'll do it by helping to create an understanding between the species and make them feel safe."

"I like it," Blake said with a smile.

"Same here," Sun added.

Ben smiled proudly at his new form. The night vision and extra limb would be helpful in combat. Plus, he could play peacekeeper in a form other than the wise and patient Galilean, Gravattack. However, his musing was interrupted when an alarming thought came to mind.

"Wait, normally when the Omnitrix collects new DNA, I only have to be within a certain radius of the life form and my transformation looks identical to the source of the sample," Ben realized, "Why did I only get the transformation now?"

"Due to intense similarities with human DNA, Omnitrix was unable to differentiate Faunus DNA from human DNA," the Omnitrix explained in response to Ben's question, "Upon acquiring DNA samples from direct contact, Faunus form DNA was synthesized by combining fifty percent of the genome from each sample."

"I guess that makes sense," Weiss commented, "Humans and Faunus are biologically compatible, and when two Faunus of a different animal trait have a child, the animal trait of the child is usually random."

"Wait a second, if Jade Fang's DNA is made half of both of your DNA, then that means…" Yang realized, referring to Sun and Blake.

"…Jade Fang is Sun and Blake's theoretical child," Ruby finished.

An awkward silence fell over the group as a tumbleweed rolled passed them for the third time that day. Suddenly, Ben began to laugh out of nowhere, earning strange looks from his friends.

"This is not something to laugh about!" Blake yelled, blushing furiously.

"Sorry! Sometimes I laugh inappropriately in awkward situations," Ben defended, before he began to sniff the air.

"Ben, is something wrong?" Ruby asked.

"I smell something," was all Ben said.

As he continued to sniff the air, a truck that just so happened to be shaped like a pig drove by the crime scene. As the truck passed, Ben's eyes shot open and his mouth began to drool.

"Meat truck!" Ben yelled as he ran after the aforementioned truck on all fours.

"We have to catch him!" Weiss screamed, "Quickly, to the car!"

"He really is a wolf," Ruby commented as she got in the passenger seat.

"You guys really need to get your kid under control," Yang said as she started Ben's car.

"He's not our kid!" Blake and Sun yelled in unison as they got in the back with Weiss.

The rest of the night, Team RWBY and Sun chased Ben all over Vale until the Omnitrix timed out; trying to make sure he didn't eat a truck's worth supply of meat without paying for it or cooking it first.

Elsewhere in Vale, Roman walked into a warehouse exhausted from his failed robbery. As he put down a suitcase, a feminine voice made itself present in the room.

"How very disappointing, Roman," the voice said.

Roman turned around to find he had some unexpected guests.

"Whoa! Hehe..." Roman laughed surprised, "I wasn't expecting to see you guys so soon..."

"We were expecting... more from you," the voice said, which was revealed to belong to a woman with yellow eyes and dark, flowing hair.

"Hey! You were the ones who suggested working with those stupid mutts from the White Fang" Roman defended himself.

"And you will continue to do so," the woman said as she created a fire ball in her hand, revealing several other people in the room.

Among the people present was a man with purple hair, a tan woman with mint hair and golden eyes, a black humanoid with glowing red tattoos all across his body, an eleven-year-old boy with white hair and red eyes, and a humanoid man with cyan skin, gills, and armor made from bones.

"We have big plans for you, Roman," the woman continued, "All we ask is... a little cooperation."

* * *

I hope you all enjoyed this chapter. Since this was the Volume One finale and was now at a point of the story covered by "RWBBYverse: Clash of Heroes" by Jade and Q, I wanted to make the chapter as entertaining as possible without reusing too many elements from previous stories. Sorry if Ben using Spidermonkey seemed a bit lazy, but come on, that was just too good an opportunity! I should at least get points for making Ben's involvement in the fight different.

So, Ben now has a Faunus transformation in the form of Jade Fang. I really hope you guys grow to like the form. I have been planning this from the very beginning and put a lot of effort into designing this transformation. If you couldn't tell, the form is meant to be a foil to the White Fang. They share the same name origins and goals, equality for Faunus, but go about those goals in different ways. The White Fang is a group that strikes fear in the hearts of humans for respect, while Jade Fang is a single person embodying harmony and coexistence between humans and Faunus. Not to mention Jade Fang's name follows the RWBY charater color rule and can be passed off as a first and last name. As for how he will fight, I plan to make him a Kicking Hawk/Bullfrag kind of transformation with a more balanced fighting style consisting of a mix of Asian martial arts, given who the DNA came from.

Also, yes, I am shipping trash, I ship blacksun, and I have a viable reason for why I believe the Omnitrix would behave like it did here. First, the Omnitrix never bothers to scan the DNA of a person with DNA extremely similar to that of a species already present in the Omnitrix, as was the case with Malware, Kevin, and anyone else who could qualify as a mutant or osmosian. Since Faunus are biologically compatible with humans, it would stand to reason that Faunus DNA and human DNA are very similar, and thus the Omnitrix couldn't tell the difference without closer examination. As for the taking 50% of both DNA samples part, the Unitrix, the most prototype of Omnitrix prototypes, has been seen to be able to randomize the contents of a species DNA sample, creating a form different from the source of the sample. So, why couldn't the final product do the same? All I did was give it a second sample to pull elements from.

Looks like this is it for now. Leave a review if you'd like. It would be greatly appreciated. Also, free Alien X smoothie to anyone who can guess who the three other figures with Cinder at the end of the chapter are.


	11. Chapter 11: Food Will Fly

Hey everybody, guess who's back and better than ever!

I hope you all are ready for this story to continue. Sorry to keep you all waiting. I felt like I left you all waiting long enough so I decided to post this chapter. Unfortunately, I'm still behind on how many chapters I would like to have ready, so this story will be updating on a biweekly bases for a little while. At least until I can get back into the flow of writing.

Also, congratulations everyone who guessed the three extra characters with Cinder in the last chapter. If you guessed Malware, Albedo, and Khyber, then you're right. I won't explain how they got to Remnant in the first place just yet, But I will eventually. I'm really excited to have them in the story since I have a lot of ideas for plot lines that the Ben 10 franchise never capitalized on, such as a little detail about Ben's condition after he visited another dimension in another crossover.

Now, to get some questions out of the way. First, the Omnitrix will not randomize the Faunus DNA every time Ben turns into Jade Fang. The DNA is scanned, randomized, and then stored away in the Omnitrix's database for Ben to transform into the species encoded in the DNA later. Thus, Jade Fang will always look the same and have the same animal features. Second, I have no plans for Ben to have an alien that can break the fourth wall. He doesn't really need on to do that, as this chapter will demonstrate. Finally, yes, I will be making butt loads of jokes about how Jade Fang is Blake and Sun's theoretical child. You'll see plenty of those in the near future.

With all of those out of the way, on to the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 11: Food Will Fly

It was semester break at Beacon Academy and everyone was having a rather relaxing meal in the cafeteria. Although Ruby was nowhere to be seen, the remaining members of Teams RWBY and JNPR were all eating at tables across from each other. Ben sat with Team RWBY and positioned himself between the two teams. Everyone was eating rather calmly with the exception of Yang and Nora, as the latter was throwing food for the former to catch in her mouth, and Blake, who was more focused on a notebook. Among the notebook's pages were several sketches, including the White Fang emblem, a rose emblem dissimilar to Ruby's, and a man with his back turned.

"Whatcha doing?" Yang asked as she slid over to Blake.

"Nothing," Blake said as she closed the notebook, "Just going over notes from last semester."

"Lame," Yang commented as she caught another piece of food in her mouth.

"I'm not the most studious person in the world, or any for that matter," Ben injected as he took a sip of a smoothie he brought with him, "but there's nothing wrong with a little studying."

"In the middle of a semester break?" Yang countered.

"True," Ben agreed, pointing his smoothie at her.

Out of the corner of his eye, Ben saw Ruby approaching the rest of them with a rather large binder in hand. With a heave, she dropped the binder on the table with a slam, catching everyone by surprise. She then cleared her throat before speaking.

"Sisters… Friends… Weiss…" Ruby said.

"Hey!" Weiss yelled, offended.

"Four score and seven minutes ago, I had a dream," Ruby continued.

"This ought to be good," Yang commented as she caught another piece of food.

'Those two have yet to miss,' Ben thought to himself before reprimanding himself for what he just thought, 'Great, hopefully this universe doesn't have fate that is easily tempted.'

"A dream that one day, the four of us will come together, as a _team_ , and have the most fun anyone has ever had... _ever!_ " Ruby finished her earlier statement.

"Sorry Ben," Yang apologized for Ruby's exact words.

"Don't be, I don't want to get in the way of you guys' fun," Ben insisted.

"Did you steal my binder?" Weiss accused, noticing the binder's cover.

"I am not a crook," Ruby claimed as she made a pair of peace signs with her hands.

"The binder has the words 'Vytal Festival Activities, Property of Weiss Schnee' crossed out in red pen and replaced with the words 'Best Day Ever Activities' in the same red pen," Ben pointed out, "Considering that red is your signature color, I say we caught you ruby-red-handed."

"Boo!" Nora yelled as she threw a banana peel on top of Ben's head for the bad pun.

"Hey! Who threw that?" Ben yelled, turning around to figure out whom exactly threw the fruit peel, not bothering to take it off.

"What are you talking about?" Blake asked skeptically.

"I'm talking about kicking off the semester with a bang!" Ruby replied as she pointed a figure at Blake.

"I always kick my semesters off with a _Yang!_ " Yang punned, "Eh? Guys? Am I right?"

"Boooooooooooooooo!" Nora yelled as she hit Yang in the forehead with an apple.

This earned Nora a glare form Yang and earned Yang a disapproving head shake from Ben.

"You probably deserved that for the bad pun," Ben said as he threw the banana peel off his head and onto Yang's.

"Like yours was any better," Yang responded as she threw the banana peel off her head.

"Hey, my puns are awesome. Most of my aliens' names are puns," Ben argued.

"Like XLR8?" Yang challenged, "That's just an acronym that can be pronounced as accelerate."

"Said the girl on the team whose name is an acronym of the names of its members and also is pronounced as the leader's name," Ben countered, "Seriously, it's almost like some guy in the sky planned all of this at least months before any of you were born."

"Look guys, it's been a good two weeks and between more exchange students arriving and the tournament at the end of the year, our second semester is going to be great!" Ruby explained, ignoring Yang and Ben's argument, "But, classes start back up tomorrow! Which is why I've taken the time to schedule a series of wonderful events for us today."

"I don't know whether to be proud or scared of what you have in store," Weiss commented.

While the rest of Team RWBY was discussing Ruby's plans, Yang and Ben continued to argue. Grabbing the apple Nora threw at her earlier, Yang threw it at Ben, who ducked. The apple flew over both Ben and its backup target, Nora, and hit some random guy in the cafeteria who yelled a "Hey!" in response, prompting Nora to laugh.

"I don't know. I think I might sit this one out," Blake insisted.

"Sit out or not, I think that however we spend this last day, we should do it as a team!" Weiss said, agreeing with Ruby's earlier statement.

" _I_ got it!" Nora shouted positively.

Yang and Ben however, had a scared look on their faces and motioned for Nora not to do what she had planned.

"I for one think that..." Weiss began to say, but was cut off when a cream pie hit her in the face.

Team RWBY look over to Team JNPR to see Nora standing up, clearly the person who threw the pie. She quickly sat down and pointed to Ren in an attempt to pass the blame onto him. The rest of Team JNPR had various reactions to what just happened. Ren had his head in his palm and covered his eyes, Jaune was wide-eyed and covered his ears, and Pyrrha was in shock and covered her mouth.

Just outside the cafeteria, Sun was walking and talking to a well-dressed boy with blue hair and orange aviator goggles. The boy was none other than Sun's partner, best friend, and teammate, Neptune Vasilias. At the moment, the two boys were discussing the events of the night at the docks with the White Fang.

"Man, that's harsh," Neptune commented on Sun's story.

"I know, we were fighting side by side. She was super fast and I threw a banana at the guy, which sounds gross, but it was awesome," Sun continued.

" _Nice_ ," Neptune said in response.

"Right? And the best part is, she's a Faunus. But that's a secret, okay?" Sun pleaded.

"Got it," Neptune replied.

"And not a, 'I'm gonna go tell Scarlet the second Sun turns his back secret', I'm talking _secret_ secret," Sun stressed, leaning in.

"Whoa, chill out, man, okay? I got it," Neptune insisted, " _I got it!_ "

"You better," Sun continued, not noticing the cafeteria window next to them being splattered with food and Jaune, "I just don't want to screw this up, you know? The people here are the _coolest!_ No offense to you guys."

"None taken."

"They're just in here," Sun said gesturing to a door, "I'm _really_ excited for you to meet them. So be cool, okay? You're gonna be cool, right?"

"Dude," Neptune said as he gestured to himself.

"Good point," Sun replied, a little defeated.

The two boys walked through the cafeteria doors to meet the people Sun had spoken so highly about. However, as soon as they were in, nearly all of the other students stampeded past them and out of the room yelling something about a food fight. Neptune had a worried look on his face upon hearing the screams, but Sun looked just as excited as when they walked in.

On the other end of the cafeteria, Team JNPR could be seen standing on several tables haphazardly stacked in the shape of a castle. At the very top of the structure, Nora could be seen laughing her head off like a triumphant monarch.

"I'm queen of the castle! I'm queen of the castle!" Nora sang.

"Justice will be swift! Justice will be painful!" Ruby declared, pointing a figure at the opposing team before crushing a milk carton in her other hand, "It will be _delicious!_ "

"Yeah!" the rest of Team RWBY cheered, raising their fists.

Before the food fight could truly begin, Sun and Neptune felt themselves being pulled by their collars to a small fort built from some of the remaining tables in the cafeteria. Once safely inside, they realized that the person who dragged them there was Ben.

"Hey Sun," Ben said politely.

"Hey Ben," Sun replied before gesturing to Neptune, "This is my buddy, Neptune."

"Sun's told me a lot about you," Neptune introduced himself.

"The pleasure's mine," Ben responded, "Nice goggles by the way."

"Thanks. They're cool, right?" Neptune asked.

"They actually look pretty stupid," Ben said honestly, "They just reminded me of a friend."

"So, what's all this?" Sun asked, gesturing to the table fort.

"I've seen these girls pillow fight. You do not want to be caught in the crossfire," Ben answered.

"I thought you said this guy was cool," Neptune said outraged, "He apparently peeks in girls' rooms and watches them pillow fight."

"The door was wide open when I was walking past it," Ben explained to defend himself, "I got hit by the crossfire with like ten pillows in the time I was walking past the door! Just keep your head down!"

"Off with their heads!" Nora called out as she jumped down from the top of the table castle.

Once everyone was on the ground, Team JNPR began to launch a volley of large watermelons right at Team RWBY. Ren stomped on a plank of wood to use in as a lever to throw three watermelons into the air before kicking them all at once at the all-girls team. Jaune grabbed a single watermelon in front of him and catapulted it as he front flipped. Pyrrha had two watermelons, one in each hand, and threw them one at a time. Finally, Nora flipped a table of watermelons, launching eight of them at their opponent.

"Yang! Turkeys!" Ruby ordered.

Yang complied and slipped two of the turkeys on the ground onto her fists, mimicking her Ember Celica. After pounding the turkey's together in her normal battle prep fashion, she used them to punch and block almost all of the watermelons that were heading in her direction.

Blake then jumped over Yang to join her in the fray. She grabbed a pair of baguettes and held them the same way she would hold Gambol Shroud. Running ahead, she used the baguettes to shatter a few watermelons that were still heading for them. Yang then jumped over Blake to kick apart a watermelon before punching the turkeys off her fists. They flew across the cafeteria and struck Jaune. The first one hit him in the face, disorienting him, while the second one struck him in the chest, knocking him down to the ground.

"He went down quick," Neptune commented.

"Can't say I blame him though," Ben added, knowing how hard Yang could punch.

With her partner down for the time being, Pyrrha grabbed her own baguette and used it like she would Miló. Blake rushed at her, but she managed to block the attack. The two girls exchanged a few blows before Blake jumped back and high into the air before she threw one of her food weapons at her opponent. Pyrrha managed to dodge the attack, and countered by rushing at Blake at an incredible speed as the girl in black began to fall back to the ground. Unable to defend herself, Blake was struck in the stomach with Pyrrha's baguette and dropped her own, causing Pyrrha to take possession of it.

Since the baguette was of considerable length, Pyrrha threw it as if it was Miló in spear form right at Yang. Yang managed to punch away the makeshift spear and kicked away the second, but the third one got the better of her and knocked her down. In response to her sister's fall, Ruby surfed down one of the tables on a food tray. When Pyrrha tried to throw a baguette at her, Ruby jumped into the air and used the tray to knock the baguette back at Pyrrha, who managed to roll away from the attack. Seeing her opportunity, Ruby continued to surf down the table and collided with Pyrrha tray first. Although Pyrrha managed to block the attack with her arms, Ruby kicked off of the tray, knocking Pyrrha onto the ground.

With Pyrrha down, Ren and Nora rushed to avenge their friend. In response, Ruby jumped back, revealing Weiss with a bottle of ketchup in hand. Squeezing the bottle roughly, Weiss let an explosion of ketchup cover the ground in front of her. Unable to avoid the attack, Ren slipped on the ketchup floor and crashed into a collection of tables.

"Strike!" Ben quipped.

"That had to hurt," Sun commented.

The tables that Ren knocked over created a set of flying stepping stones for Nora. Using her friend's misfortune to her advantage, Nora used these tables to jump higher and break off a pole from the wall of the cafeteria. Falling back down, Nora used this pole to pierce a watermelon, creating a makeshift war hammer much like Magnhild. She then used this hammer to attack Weiss, but Ruby rushed in front of her to take the hit instead. With Ruby being launched backwards, Weiss rolled to the side where she picked up an swordfish and used it like Myrtenaster.

Her literal swordfish in hand, Weiss rushed at Nora at a breakneck speed, knocking her back a few feet. Nora managed to land on her feet and charged at Weiss again. The two girls exchanged several blows until Nora landed a solid hit on Weiss, knocking her into one of the support columns at the back of Team RWBY's side of the cafeteria, knocking her out and causing the column to tip. Seeing that her partner was in danger, Ruby rushed in a caught Weiss before she could hit the ground and be crushed by the falling structure.

"Weiss, Weiss! Don't leave me! Nooo!" Ruby cried, cradling her friend as the column collapsed behind them.

"Sure am glad I built this fort over here instead of under that column," Ben commented.

"Let's just hope they don't knock over the column we're under," Neptune added, voicing his concern.

With her sister distracted by the loss of a friend, Yang ran back into the fight, picking up two more turkeys along the way. Seeing Yang coming, Ren jumped over the table he was hiding behind and grabbed two sticks of celery, which he used like StormFlower. When the two finally collided, Yang had launched a kick, which Ren managed to catch with his celery sticks.

The two stayed locked together for a moment before they began to exchange blows. Eventually, Yang landed an uppercut on Ren, launching him into the air. However, he used this as an opportunity to use the higher ground to throw his twin celery sticks at Yang. Unfortunately for Ren, Yang dodged the attack and jumped above him, delivering a punch that drove Ren straight into the ground.

With her childhood friend now down on the ground, Nora jumped at Yang to avenge him. Yang managed to dodge Nora's hammer, causing it to only hit the ground she once stood on. She did the same with the second swing when Nora tried again. Not wanting to stay on the defensive, Yang stepped forward to take a crack at Nora. However, her punch was a slit second too late, as Nora managed to land a strong upward swing. The impact was so strong that it shattered the watermelon head of the hammer and took Yang literally out of the fight, causing her to crash through the ceiling and out of the cafeteria.

"That had to hurt," Ben commented.

"If she doesn't come back down in less than 11.02 seconds, she's gonna hit terminal velocity," Neptune added.

"How exactly do you know that?" Sun asked his friend, surprised.

"I'm the smart one, remember?" Neptune said smugly.

With her partner now out of the fight, Blake dodged the rubble falling from the ceiling and grabbed a chain of sausages. Using them like a whip, she knocked Nora into a couple of soda vending machines, causing them to pour out all of their soda cans. Using this to her advantage, Nora grabbed several of the soda cans and threw them like grenades. Luckily, Blake managed to dodge the cans Nora threw, but Pyrrha had finally pulled herself together enough to get up.

Noticing all the soda cans, Pyrrha activated her Semblance and slammed the floor. Using her unique gift, she manipulated the metal soda cans with magnetism to lift them into the air and throw them at Blake, though some of them were a bit off course. Seeing the incoming cans, Ben ducked and dialed in an alien on the Omnitrix until he found Bloxx's face.

"This fort's not gonna survive that," Ben said as he slammed down on the Omnitrix.

Once he was transformed, Ben noticed that Sun and Neptune had particularly disgusted looks on their faces. Looking down, Ben realized that he had turned into a man made entirely out of green slime. Above his head was a flying UFO-like device with the Omnitrix on top. Ben had become his Polymorph form, Goop.

"Aw, man!" Ben cried, "I needed sturdy Bloxx, not liquid Goop!"

"Hey, what's this thing?" Sun asked as he grabbed to device above Ben's head.

"Wait! Don't!" Ben yelled, but he was too late.

Sun pushed the button on the top side of the rim of the device, causing Ben to lose his shape and devolve into a puddle of slime.

"What just happened?!" Neptune asked hysterical.

"You guys turned off Goop's Anti-Gravity Projector," Ben explained, "I can't move or keep my shape without it!"

"How do you turn this thing back on?!" Sun panicked.

Unnoticed by the boys hiding inside their table fort, Pyrrha launched a huge wave of soda cans at Blake. The can's pinned Blake to one of the pillars, and accidentally blew away all of the tables forming the fort, leaving the boys completely exposed. In addition, all of the cans striking Blake in quick succession forced her threw the pillar and knocked her out of the food fight.

With the rest of her team knocked out, Ruby took it upon herself to win the fight for them. Taking off at an incredible speed, Ruby charged straight at Team JNPR. The force of her running created a gust of wind which picked up all of the food and dishware in the cafeteria, as well as a now shapeless Ben, who was still a puddle.

After finding the strength to pull themselves back up, Jaune and Ren, as well as the still up Nora and Pyrrha, saw Ruby charge straight for them, bring along her storm of food, dishware, and liquid Ben. Just before she reached Team JNPR, Ruby activated her Semblance and burst into a flurry of rose petals, increasing her speed even further. She rushed past Jaune and Ren, picking them up in her whirlwind and did the same with Nora and Pyrrha.

Ruby then stopped in front of the wall, creating a crater from her shockwave and let Team JNPR get pinned to the wall. Just before the food collided with the wall, Ruby jumped out of the way, letting the food splatter all over Team JNPR. When all was said and done, the wall was a somewhat artistic mosaic of splattered food, before a final blotch of liquid Ben was added to the mix, splashing all over Team JNPR. With the barrage finally over, Team JNPR slide down the wall before falling off, leaving blank spaces where they were pinned.

"I love these guys," Sun said to Neptune, who was covered in purple slime from the food fight looking a bit annoyed.

Suddenly, Professor Goodwitch burst through the door with a growl, looking quite angry. With a wave of her crop, she used her Semblance to reorganize the entire cafeteria. At the same time, Neptune grabbed the Anti-Gravity Projector from Sun and examined it for a moment before pressing the same button Sun pushed earlier, reactivating it. The device flew out of Neptune's hands and collected all of the liquid Ben still on the wall and Team JNPR. By the time the room was completely reorganized, the device had collected all of Ben and left him in a puddle on the ground in front of Professor Goodwitch with Teams RWBY and JNPR.

"Children, please," Glynda said sternly as she adjusted her glasses, "Do not play with your food!"

When she finished her sentence, Ben transformed back to his human form, laying down with his face in the ground.

"That was unpleasant," Ben said before promptly passing out.

Nora then burped loudly, which was followed by Yang crashing through the roof the room and onto the table that the rest of Team RWBY was gathered at. The three consecutive events caused both Team RWBY and Team JNPR to burst into laughter, much to the annoyance of Professor Goodwitch.

"Let it go," Ozpin said behind her.

"They're supposed to be the defenders of the world," Glynda said with a sigh, "Ben supposedly became that for his world at the age of ten."

"And they will be, but right now they're still children," Ozpin replied, "So why not let them play the part? Ben was and still is able to do both."

The two teachers looked on as the students try to wake Ben up.

"After all," Ozpin added as he began to walk away, "it isn't a role they'll have forever."

* * *

I hope you all enjoyed that chapter. Not too much Ben action, but plenty of Ben slapstick if I do say so myself. By the way, I actually did a bit of research on Yang in order to calculate How much time she would need to be in the air to reach terminal velocity. I'm not entirely sure of my calculations though for two reasons. The first is that I had to use an online calculator for falling speed and some guess and check. The second is that I had to use the average weight for women Yang's height since there is not official number for Yang's weight. After i finished this chapter, I wondered if I should have used a slightly bigger weights since Yang is, as Neon puts it, 'top heavy'.

If you liked this chapter, please leave a review. I lets me know that you guys appreciate my work and want to see more. Also, feel free to leave theories and ideas for this story in the reviews. Who knows, I might implement some of the into the story,


	12. Chapter 12: Some New Faces

Hey everyone! Sorry to keep you waiting. I hope you're all ready for this new chapter. I want to give a quick thank you to everyone who has been following this story. Finding time to write has bee a bit difficult lately, but I write whenever I can. Once I'm back up to speed, this story will return to a weekly update schedule.

Now, to answer some questions. First, as I've stated many times before, Ben will not be scanning Grimm since they are a feral species and more suitable for the Nemetrix. My plan is to give Khyber a Grimm, probably a Beowulf, as his new pet. It only makes sense that the default form of the bearer of the Nemetrix is the preditor of the default form of the bearer of the Omnitrix. sakuralovelight argued that Salem is a sentient Grimm so she should be scanable. However, I argue that different variety of Grimm are akin to subspecies, thus not valid targets for scanning by both the Omnitrix and the Nemetrix since a sample from that species would already be present.

Next, I want to reassure everyone that I will do everything in my power to include every alien Ben has up until this point in time. I'm even working on designs for forms that never got an Omniverse appearance, as I have shown before with Jetray.

Finally, I will not be giving Ben the evolution function of the Ultimatrix. I know a lot of people love the ultimate forms, but I have my reasons. If you read between the lines in this chapter, you could probably figure out my reasons. If not, there will be a rant/explanation/analysis to explain my reasons at the end of the chapter.

Also, keep your eyes peeled, because there is a potential story idea I have hidden in the chapter.

Now, on to the disclaimer!

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 12: Some New Faces

In the skies surrounding Beacon Academy, multiple large and unnerving battleships could be seen. These ships proceeded to land on the school grounds, as if they were beasts marking their territory, almost daring outside threats to try and attack. Watching all of these from his clock tower office, Professor Ozpin, along with Professor Goodwitch, took in the not-so-beautiful view.

"Ironwood certainly loves bringing his work wherever he travels," Glynda commented with a bit of displeasure.

"Well, running an academy and a military makes him a busy man," Ozpin argued, "But yes, those are a bit of an eyesore."

Noticing an entry request appearing on his desk, Ozpin turned away from the window and concentrated his attention to the holographic screen. After granting the sender of the request access, it only took a second for the elevator doors to open up and revealed a powerful looking man. The man's graying black hair was neatly kept, and he was dressed in a pure white military uniform. His oddest feature was a small plate of metal attached to his head, just above his right eyebrow. The man was none other than General James Ironwood of the Atlesian army and headmaster of Atlas Academy.

"Ozpin!" Ironwood greeted the headmaster cordially.

"Hello, General," Ozpin replied, standing up.

"Please, drop the formalities. It's been too long," Ironwood insisted as he shook Ozpin's hand before turning his attention to Glynda, "And Glynda! It has certainly been too long since we last met."

"Oh, James!" Glynda said with a wave, before dropping her polite act, "I'll be outside"

"Well, she hasn't changed a bit," Ironwood noted as she left the room.

"So, what in the world has brought you all the way down from Atlas?" Ozpin asked as he poured them both a cup of coffee, "Headmasters don't typically travel with their students, for the Vytal Festival."

"Well, you know how much I love Vale this time of year," Ironwood answered as he took the mug and added something extra out of a canteen produced from his coat, "Besides, with you hosting, I thought that this might be a good opportunity for us to catch up."

"I can certainly appreciate the quality time between friends, however, a small fleet outside my window has me concerned," Ozpin said as he took a seat at his desk with his coffee mug.

"Well, concerned is what brought them here," Ironwood replied.

"I understand that travel between kingdoms has become increasingly difficult."

"Oz, you and I both know why I brought those men."

"We are in a time of peace. Shows of power like this are just going to give off the wrong impression," Ozpin said as he took a sip of coffee.

"But if what Qrow said is true..." Ironwood insisted.

"If what Qrow said is true, then we will handle it tactfully," Ozpin countered, raising an index finger for emphasize, "It's the Vytal Festival. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soldiers halfway across the continent."

"I'm just being cautious," Ironwood defended.

"As am I," Ozpin clarified, "Which is why we will continue to train the best Huntsmen and Huntresses we can."

"Believe me, I am," Ironwood agreed, "But ask yourself this: Do you honestly believe your children can win a war?"

"I hope they never have to," Ozpin answered grimly, "Unfortunately, one of them has already fought many wars, although he ended all of them almost singlehandedly."

"The rumored boy you took in from another dimension," Ironwood inquired, "Ben Tennyson?"

"The very one," Ozpin replied, "He has stopped wars on other planets, wars between worlds, and even wars spanning across time and space. He is a truly remarkable young man."

"All because of the weapon he wears on his wrist," Ironwood continued.

"Of course, the device is useless unless used by a proper wielder," Ozpin clarified.

"If you don't mind me asking, I would like to meet this young man at some point," Ironwood requested, "I have some questions I would like to ask him personally."

"I'll see what I can do," Ozpin promised.

"Thank you," Ironwood said as he left the room.

"But knowing you," Ozpin continued once Ironwood left the room, "Mr. Tennyson will not be happy with what you will ask of him."

In the meantime, Teams RWBY, JNPR, and Ben were all in the library. However, most of the people present were not exactly studying. Ren was definitely studying, reading through a large book. Jaune was doing the same, but only after Pyrrha pulled a comic book from his hands and replaced it with a textbook. Nora was napping on Ren's book while dreaming of pancakes, and Pyrrha was reading the comic book she had confiscated from Jaune. As for Team RWBY, they were all playing a roleplaying game where each of them was a kingdom of Remnant and were aiming for world domination. Ruby was Atlas, Weiss was Vacuo, Yang was Mystral, and Blake was Vale. As for Ben, he was standing on the table as Greymatter, acting as a judge and moderator.

So far, Yang was dominating the game. In the last two turns, Ruby and Weiss both had mad an attempt to attack. However, in each case, they triggered one of Yang's trap cards, decimating Ruby and Weiss's respective armies. Both girls were currently in tears and holding each other for comfort. Strangely enough, when Ruby first initiated the hug and jumped in Weiss's lap, Weiss told her not to touch her, but ended up hugging Ruby back anyway.

"You two have a really weird love-hate relationship," Ben commented.

"Alright Blake, you're up!" Yang said, ready to move on with the game.

"Oh, um, sorry, what am I doing?" Blake responded, coming out of a self-induced trance.

"You're playing as Vale, trying to conquer the Kingdoms of Remnant!" Ben explained, "Now make a move before I call a technical forfeit!"  
"Right," Blake said to herself as she uninterestedly studied her cards.

"Hey! Can I play?" Jaune asked as he approached the group.

"Sorry Jaune, we've already got 4 people," Ruby apologized.

"Yeah, for some reason, this game doesn't include Menagerie," Ben commented sarcastically, "I wonder why."

"Besides, this game requires a certain level of tactical cunning that I seriously doubt that you possess," Weiss added.

"Do you even realize your belittling him right now?" Ben asked, earning a glare form Weiss.

"You attacked your own naval fleet 2 turns ago," Yang added, causing Weiss to groan in annoyance.

"Bring it on, Ice Queen! I'll have you know that I have been told that I am a natural born leader!" Jaune proclaimed.

"By who? Your mother?" Weiss inquired.

"A-and Pyrrha!" Jaune said with a stutter.

"Hello again!" Pyrrha called from her seat with a wave.

"And also Ben!" Jaune hastily added.

"Seriously?" Yang asked, giving Ben a weird look.

"Yeah," Ben said as he jumped off the table and returned to a human form, "We've been sparring lately and Jaune picks up on my aliens' weaknesses and exploits them quicker than anyone I've ever gone up against."

"Exactly! One time, I was fighting Ben as Wildmutt, a dog-like alien species known as Vulpimancers that has no eyes and sees through scent," Jaune explained.

"Jaune kicked up a whole ton of dust which irritated by nose and left me attacking aimlessly," Ben explained.

"So you won?" Ruby asked Jaune with excitement.

"Actually, Ben started to lash around wildly and I got taken down," Jaune said, rubbing the back of his neck.

"Still though, this guy knows how to think on his feet!" Ben said as he wrapped an arm around Jaune's shoulder.

"Come on, let me play your hand for a turn!" Jaune begged Weiss with his hands folded.

"I'm not trusting you with the good citizens of Vacuo!" Weiss argued.

"Why not? You've trusted me with way more important stuff before," Jaune countered, "I mean, you told us all that Blake is secretly a Fa-"

"Fun-loving person," Pyrrha cut in, covering Jaune's mouth, "whom we all admire and respect."

"Ixnay on the F-word, okay," Ben whispered.

"Right. That," Jaune said with a halfhearted laugh before bowing. "Ladies, enjoy your battle."

"'Sup losers!" Sun called out to the group as he approached, holding up a peace sign.

"Hey Sun!" Ruby greeted.

"Ruby, Yang, Blake... Ice Queen," Sun said, listing off names.

"Why does everyone keep calling me that?" Weiss asked, annoyed.

"Monster Guy," Sun continued, referring to Ben.

"You're not the first guy to call me that," Ben said, shrugging off the insult.

"I never got a chance to formally introduce you to my old friend," Sun finished, gesturing to Neptune behind him.

"Uhh, aren't libraries for reading?" Neptune asked.

"Thank you!" Ren yelled, throwing up his arms.

"Pancakes!" Nora sprang up from being woken up so suddenly.

"Shut up. Don't be a nerd," Sun reprimanded.

"Geh, geh, geh, geh! ' _Intellectual_ ', okay?" Neptune countered before waving, "I'm Neptune."

"So Neptune, where are you from?" Weiss asked curiously.

"Haven," Neptune answered as he approached Weiss, "And I don't believe I've caught your name, snow angel."

"Um, I'm Weiss."

"Are you kidding me!?" Jaune yelled in outrage.

Jaune could hardly believe it. Neptune was using the exact same nickname for Weiss that Jaune used in his earlier attempts to court her. Needless to say, it did not go so well when he said it. Yang even assessed that the nickname was where he went wrong. Yet when Neptune used it, he got Weiss flattered, flustered even. It was a serious blow to his already small ego and the 'there there' pat Ben was giving him did not make things any better.

"I never took you as the board game playing type," Sun said to Blake, ignoring Jaune's outburst.

"Right, well, I think I'm done playing actually," Blake responded as she got up and pushed Sun aside, "I'll see you guys later."

"Women," Nora shrugged.

Everyone just watched as Blake made her exit. Even the most unobservant person in the world could tell something was bothering her. However, before he could think too hard on it, Ben felt a sudden buzzing in his pants. Reaching into his pocket, he pulled out his scroll and saw that Ozpin had sent him a message. Apparently he wanted Ben to come to his office for something urgent.

"I've got somewhere to be," Ben said as he gathered his things, "I'll see you guys later."

"Men," Nora shrugged as they watched Ben run off.

After spending what felt like hours on the elevator and attempting to not press any of the buttons, Ben once again found himself in Ozpin's office. Behind the desk was Ozpin himself, as well as General Ironwood.

"Ben, please come in," Ozpin invited, "I have some I want you to meet."

"I am General Ironwood," the general said, extending a hand, "It is an honor to meet you."

"The pleasure's mine, general," Ben responded, accepting the hand before taking a seat.

"How have you found Beacon so far, Mr. Tennyson?" Ironwood asked, "It hasn't driven you crazy, has it?"

"Nah, my elementary school was way crazier. The building was accidentally built sideways," Ben waved off before asking, "What is all of this about anyway?"

"General Ironwood has a few things he would like to ask you about," Ozpin answered.

"Indeed, Ozpin has told me much about you. Especially how you have become a world renowned hero in you dimension thanks to your Omnitrix."

"Yeah, I'm pretty awesome like that," Ben said, letting his ego get stroked.

"Your watch has made you quite powerful," Ironwood continued, "I was hoping you would share this technology with the military."

"Come again?" Ben asked, shooting out of his seat.

"The Omnitix in an incredibly powerful weapon," Ironwood explained, "It might be the kind of weapon that could eliminate the creatures of Grimm from the world if the military could mass produce it and provide every soldier with the ability to transform at will."

Ben just stayed silent as he walked to the other end of the room. He stood there with his back turned, tapping his foot and pressing on his temples. He could not believe that someone in Remnant was asking him to give them the technology in the Omnitrix to use it as a weapon. Actually, scratch that, he could totally believe it. Everyone he had ever met with an agenda, with the exception of First Thinker Azmuth, the creator of the Omnitrix, had wanted to use it as a weapon. Ben honestly should have expected someone to ask this of him sooner.

"Ben, is something wrong?" Ironwood asked.

"I tried to warn you," Ozpin said in an 'I told you so' tone.

"No you didn't," Ironwood responded.

"That's right," Ozpin said in mock realization, "You were already out of the room when I said it."

"Would you two keep quiet for one minute?" Ben exploded.

The two headmasters were stunned by Ben's sudden outburst. Sure, Ben was never one to think too highly of authority figures, but he never lashed out at them like that. Taking a deep breath, Ben calmed himself down before addressing Ironwood's questions.

"Let's get two things straight," Ben said, raising a figure as he counted, "First, I highly doubt your scientists could understand how the Omnitrx works, it's far too advanced. Second, the Omnitrix is not a weapon. It's the ultimate device for understanding the different species of the universe."

"But you use it for combat all the time," Ironwood countered, confused.

"Yeah, but that's not what Azmuth, the smartest being in three to five galaxies, built if for," Ben argued, "He built it so a person can literally walk in the shoes of another species. It has a universal translator so the user can communicate with other species; it can correct genetic damage in an organism; and it even has a randomizer function that allows me to experience multiple, different, random alien forms in quick succession. And let me tell you, from experience, that that last one makes combat much harder. Have you ever tried to fight when your skill set randomly changes every few seconds? Let me tell you, not easy."

Ben turned around and made his way to the elevator, he did not want to hear anything else that from weapon-obsessed general. He pushed the call button for the elevator and waited patiently for the doors to open. Seeing that it would be awhile before the doors would open, he turned to Ironwood one last time to say his final piece.

"I'm sorry, general. I know you have the best of intentions, but the last guy who wanted to make an army of transforming warriors was an evil, conquering, warlord. I'm not going to Omnitrix up to anyone if that's what's going to become of it."

Having said his last thought, the elevator doors opened, as if they were giving Ben the time he needed to make his final point. He stepped into the elevator and closed the door, leaving General Ironwood to contemplate what he had said.

* * *

Now, for those of you who still don't understand why I don't want Ben to have the evolution function, my reasons lay in what the Omnitrix is and what it was built for. As I'm sure many people forget, the Omnitrix is not a weapon. Azmuth built the Omnitrix with the intention of letting the user act as a living symbol of universal peace and coexistence. The many secondary functions and modes of the Omnitrix are designed with this intention in mind. The universal translator, the genetic damage repair system, the DNA repository, and the randomizer function are all impractical for fighting because they are not intended to be used for fighting. The only reason Azmuth allows Ben to continue using the Omnitrix as a weapon is because he uses it with the intention of keeping peace. Ben only transforms as acts of self-defense and acts of heroism.

Now, think about the Ultimatrix. As Kevin concluded, unlike the Omnitrix, the Ultimatriz classifies as a weapon. The evolution function is a complete betrayal of Azmuth's ideals and beliefs. It weaponizes lifeforms by forcing their DNA to experience a million years of war. Using the evolution function would be a contradiction of everything that the Omnitrix and Azmuth stand for. On a side note, remember who created the evolution function? Albedo. Albedo betrayed Azmuth's beliefs, and by extension Azmuth, by taking his most prized creation and weaponizing it. And haters say that this series lacks any depth.

This is why it always irks me whenever I see a fanfiction that takes place during or after Omniverse that gives Ben the Ultimatrix. It just feels wrong for him to be using it and many writers have Azmuth be the one to give it to him, which is completely out of character. Of course, that is my opinion and everyone is free to write what they want.

With that rant/explanation/analysis out of the way, thanks for reading. I hope I didn't annoy too many of you with my rant. Leave a review if you like. It lets me know my work is appreciated and motivates me to write more often. If you saw the hint for a potential story idea, please tell me what you think about it in the review.


	13. Chapter 13: White Meets Jade

Hey everyone! Sorry for the wait, but the chapter is finally ready for your reading pleasure.

Enjoy the chapter. Here is the obligatory disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 13: White Meets Jade

In the Beacon Academy guest dorms, were three supposed transfer students. The first was a pale woman with long, black hair and fiery eyes named Cinder Fall. The second was a pale man with silver hair and eyes who went by the name Mercury Black. The last was a tan woman with short, mint-green hair and red eyes known as Emerald Sustrai. All three were dressed in Haven Academy uniforms and were gathered in their dorm for some sort of meeting.

"I still can't believe we were able to pass ourselves off as Haven students so easily," Emerald said.

"What can I say," Cinder commented, "These schools aren't as well guarded as they claim to be. Of course, it helps to have connections."

"I'm just glad we could spend some time away from our other accomplices. I really don't think they like me, like at all," Mercury added, shivering slightly at the thought.

"What was your first hint?" Emerald asked sarcastically.

"They all said I sounded just like that Tennyson kid they keep talking about," Mercury explained, "The self-proclaimed 'Omniverse's greatest huntsman' threatened to collect my tongue, saying it might be worth just as much; the techno-organic blob wanted to turn my prosthetics into dust to see how Tennyson would sound struggling without legs; and the brat wanted to use me for blind-folded target practice!"

"Speaking of the Tennyson child," Cinder cut in, "I would suggest we all keep a close eye on him. If what our accomplices say is true, he may be a hindrance."

* * *

Even after a whole week of classes, Ben still couldn't get his mind off of his conversation with General Ironwood. Sure, he knew anyone with an agenda would ask the same thing of him, but it still messed with his head. Yeah, he used the Omnitrix to fight the bad guys, but that's just it. He only used the Omnitrix when someone has made an obvious threat. That's what made the it not qualify as a weapon, at least to him. Everyone else wanted to use it to hurt someone for personal gain or to put down a threat that may not even be there. Some people had even seen him as a threat just because he was the guy wearing it. Ben really needed to get his mind off the subject. What he wouldn't give for an excuse to go after some bad guys.

"Hey, Ben!" Sun yelled as he jumped in front of him, "Neptune and I heard that Team RWBY is gonna go on a secret vigilante investigation. You want in?"

'Thank you, easily tempted fate of the universe,' Ben thought to himself.

Now, Ben had done some crazy things in the past. And while this was certainly not the craziest thing he would ever done, it sure got him a bit worried. At the moment, he and Neptune were standing on the ledge right outside of Team RWBY's dorm window, several stories up, with their backs against the walls. While this normally isn't too bad for Ben, but he was in his human form and really didn't feel like jeopardizing his balance to transform into an alien. He especially didn't want to when the flash from the transformation could blind Neptune and cause him to fall.

"You guys do know my dorm is right next door, right?" Ben asked.

"No, we did not" Neptune admitted, looking a bit dejected.

From inside the dorm, Team RWBY could be heard conversing with Sun.

"Sorry, Sun," Ruby apologized, "We don't want to get friends involved if we don't have to."

"Psh! That's dumb!" Sun countered, "We should always get friends involved! That's why I brought Neptune and Ben!"

The four members then leaned their heads out the window to see Ben and Neptune on the ledge outside, both looking a little worried.

"'Sup?" Neptune asked nonchalantly.

"How did you even get up here?" Ruby asked in response.

"I'm not sure myself and I was there," Ben answered.

"I have my ways," Neptune added, "Seriously, though, can we come in? We're like, really high up right now."

"You do know Ben's dorm is right next door, right?" Weiss questioned the three.

"That's what I said!" Ben said.

"Ben's dorm is right next door?" Sun asked obliviously.

Once everyone was inside, Ruby reorganized the plan they had for the night.

"Alright, I'll go with Weiss; Sun and Ben, you can go with Blake; and Neptune, you can go with Yang since she doesn't have a partner," Ruby said as she pushed Neptune past Weiss as he winked, "Everyone good?"

"Actually, Ruby, why don't you go with Yang?" Weiss suggested, "After all, she is your sister."

"But, Weiss, who would go with you, then?" Ruby argued.

"Well... I guess Neptune could come with me."

"Hahaha, nah!" Ruby laughed as she waved off the notion.

"But! But!" Weiss begged as she was dragged out of the room by Ruby.

"So," Sun asked, trying to move past the awkward moment, "Ready to go?"

"I just need to grab something from my dorm," Ben said before running off.

A few seconds later, Ben stood at the doorway with his hoodie on. The hoodie was primarily white with green lines along the seams and a green zipper down the middle. On the left pectoral was a print of a green ten.

"Figure I'd wear this since all the girls are doing it," Ben commented, "Let's go illegitimate mom and dad."

"You're seriously not still on about that, are you?" Blake yelled.

"You know I am! I'm going to milk this while I can," Ben responded.

"Are you ever gonna stop?" Sun pleaded.

"Only when Yang stops telling bad puns," Ben answered before walking off, "Now come on, I'm driving."

"What was that about?" Neptune asked.

"I'll fill you in on the way there," Yang said as she dragged Neptune out of the room.

* * *

Later that night, the DX Mark 10 pulled up against an abandoned warehouse. Blake, Sun, and Ben all climbed out to examine the wall, which had three vertical scratch marks in it, a mark that Blake recognized all too well.

"This is it," Blake stated.

"You sure?" Sun asked, earning a hard glare from Blake as she undid her bow, "Y'know, I'm just gonna take your word for it."

"Now would be a really good time for Jade Fang, Ben," Blake commanded.

"Already on it," Ben said as he dialed in his Faunus form.

Once the form was locked in, Ben slammed down on the core, initiating the transformation. One the light faded, he stood as… a form other that Jade Fang. The form he took was that of a humanoid lizard with light purple skin three eyes. The left eye was blue, the right eye red, and the middle eye green. Most of his body was clothed in what looked like ninja attire, being mostly black with touches of green on the seams and on the multiple belts on his arms, legs, and waist. Around his head was a green headband with the Omnitrix right on the front. Ben had transformed into his Merlinisapien form, ChamAlien.

"ChamAlien!" Ben quietly screamed.

"So much for the 'hiding in plain sight' plan," Sun half-joked.

"At least this one can still do stealth," Ben said as he used ChamAlien's natural camouflage ability, disappearing from sight, "Don't worry about me, I'll be in the room."

Seeing as this version of the plan should work just as well, Blake and Sun approached the door to the warehouse with Ben close behind. Once inside, the two Faunus were handed masks that covered the upper half of their faces, much like the other White Fang masks.

"I don't get it," Sun said, "If you believe what you're doing is right, why hide who you are?"

"The masks are a symbol," Blake explained, "Humanity wanted to make monsters out of us, so we chose to don the faces of monsters."

"Grimm masks," Sun said with a grim look on his face, "That's kind of dark."

"So was the guy who started it," Blake responded as she put on her mask and walked ahead.

"Always sunshine and rainbows with you…" Sun whispered sarcastically to himself as he followed her lead.

"That's why you're the 'sun' in the relationship," Ben joked in Sun's ear.

"Shut up," Sun said annoyed, "and stay quiet so you don't get caught."

The three students continued on their way into the warehouse until they found a stage with an enormous audience of masked Faunus. A majority of the Faunus were veteran White Fang members, wearing the standard White Fang uniform. The new recruits were all gathered on the right side of the room wearing casual clothing. Blake and Sun joined the rest of the new recruits in the crowd while Ben used ChamAlien's natural lizard qualities to climb up the walls with ninja stealth. He positioned himself upside down on the ceiling above the stage in order to get a better look at the presentation.

"Thank you all for coming," a White Fang member with a full mask said from the stage, "For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for so long!"

The Faunus stepped aside to let someone else take the stage. To many people's surprise, the person was a human. In addition, that human was none other than Roman Torchwick.

"Thank you, thank you!" Roman greeted mockingly as a girl dressed in a mix of pink, white, and brown walked on stage behind him, "Please, hold your applause!"

"What's a human doing here?!"

"I'm glad you asked, 'Deerie'! Now, I'll be the first to admit, humans… are the worst. Case and point," Roman said with a salute to use himself as an example, "So, I understand why you would like to see us all locked away, or, better yet, killed!"

"So, is he going somewhere with this?" Sun asked Blake.

"But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms!" Roman continued, "Government, military, even the schools: they're all to blame for your lot in life!"

As Roman continued to speak, the Faunus in the room agreed with him more and more. Blake and Sun exchanged a worried look as the situation continued to spiral out of control. Meanwhile, Ben was finding it hard to believe that this sleazebag could get so many Faunus to start agreeing with him.

"And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around... No offense to any rodents in the room," Roman said, adding the last part as an afterthought.

He then snapped his fingers, signaling the stage crew to drop the curtain behind him. The curtain revealed a large battle-mech, the Atlesian Paladin-290, with the White Fang emblem painted on its shoulder.

"Whoa, that's a big robot..." Sun commented.

"How did he get that?" Blake asked.

"As some of you may have heard, this right here," Roman said as he tapped the mech, "is Atlas' newest defense against all the scary things in the world. And thanks to my 'employer', we've managed to snag a few before they, uh, 'hit the shelves'. Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?"

All of the Faunus save for Blake and Sun began to cheer loudly in response to the question.

"We should get out of here," Blake suggested.

"Will all new recruits, please come forward!" the full masked White Fang member requested.

The group of new recruits did as they were told, forcing Blake and Sun to move along with them to stay hidden.

"Welp," Sun lamented as they followed.

"This is bad," Ben whispered to himself, just as the Omnitrix timed out and returned him to human form while he was still on the ceiling.

"This is worse!" Ben yelled as he fell onto the stage.

Landing with a loud crash, he drew the attention of everyone present in the warehouse. Everyone stopped in their tracks to see what had happened. Of course, no one was happy to see an uninvited human present. Roman was especially not happy that Ben of all people had to be listening in.

"Well, well, well, if it isn't my good friend, Freakshow," Roman snarled.

"Nice to see you again, Hotshot," Ben said as he picked himself up.

"You do realize that that every Faunus in here is gonna want your head considering you're an unwelcome human, right?" Roman asked with little remorse.

"Then let's change that," Ben said as he slammed down on the Omnitrix, not bothering to look at the alien he selected.

When the Omnitrix's signature green glow faded, every Faunus could hardly believe what they just saw. A human had just transformed into a Faunus.

'Oh, now it gives me Jade Fang!' Ben yelled in his head.

Quickly composing himself, Ben turned his attention away from the stunned Roman to the multiple Faunus in the room. Now was the perfect chance for Ben to reach for peace among humans and Faunus.

"Faunus of the White Fang, my name is Ben Tennyson, but in this form you can call me Jade Fang," Ben announced, "As you just saw, I can take on the form of both a human and a Faunus, down to the DNA. I have walked in your shoes and I know how you live. I come here to tell you that you do not need to resort to violence to gain the equality you seek. In my possession is a device meant to bring different sentient species together in peace and harmony, and I intend to do so between the Faunus and the humans. Stand with me and we will bring equality to both races of Remnant."

For a moment, the warehouse was quiet. The only sounds heard were the murmurings of the many Faunus contemplating Ben's words. Many of the new White Fang recruits were especially audible, considering they were not as heavily influenced by the corrupted equal rights group as the veteran members. Roman was getting increasingly worried by this turn of events. If Ben managed to turn the White Fang, they would lose their massive army. However, his worries were redirected when he made a sudden realization.

"Wait a second," Roman yelled, "The last time I saw you interfering with White Fang operations, you were with two other Faunus. Where are they?"

"I think he's on to us," Sun whispered to Blake, "He'll see us soon."

As Sun spoke, Roman's gaze rolled onto them. His expression changed from anger to one of smug realization.

"Scratch that, he sees us," Sun whispered as he waved weakly.

Blake looked around the warehouse before noticing a fuse box on the far wall.

"He can't see in the dark," Blake said as she pulled out her weapon and fired at the fuse box, cutting off the power and shutting off the lights.

"Don't let them get away!" Roman yelled.

"Sun, Ben, the window!" Blake ordered.

"Stop them!" Roman commanded.

The three students crashed through the window, making a run for it as soon as they hit the ground. Blake and Sun ran forward while Ben quickly ran behind the warehouse where he parked his car. A split second after Ben was safely hidden, the Paladin burst through the front of the warehouse with Roman in the pilot seat. As Roman chased after the two Faunus, Ben transformed back to his human form and drove after them at top speed.

"Computer, open a line between all members of Team RWBY," Ben ordered.

The DX Mark 10's onboard computer quickly called the Scrolls of every member of Team RWBY. When the connection was made, Ben could hear that Blake had already started a conversation.

"Everyone! If you can hear me, we need back-" Blake said before being cut off by Sun.

"HEEEELLLLP!" Sun yelled, "Big robot! And it's big! Really big!"

"Oh, I am not missing this!" Ruby cheered.

"Eh, you've seen one, you've seen them all," Ben said over the line as he continued the chase.

"That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!" Sun explained.

"Yes, Sun, that's called 'piloting'," Ben joked.

"Where are you guys?" Yang asked while sitting on her motorcycle, Bumblebee.

"HURRYYYY!" Sun yelled in a panic as he, Blake, Roman, and Ben continued their chase right behind Yang and Neptune.

"I think that was them," Neptune piped up from the back seat.

"Yeah, I got it," Yang said as she suddenly took off, catching Neptune off guard with the sudden acceleration of the bike.

Meanwhile, Blake and Sun took the chase to the freeway. The jumped from car to car in an attempt to stay ahead of Roman. However, the Paladin that Roman was piloting was a surprisingly fast runner. Disregarding the drivers on the road, Roman kicked aside any cars in his path as he ran after the two Faunus. Just behind Roman was Ben, who was trying his best to not crash into one of the out of control cars. It took every ounce of his evasive driving skills, but he managed to get though alright. Miraculously, all of the cars that were thrown aside were still upright. In fact, not of them ever got off the ground.

Pulling up beside Ben were Yang and Neptune, the latter of whom had his goggles over his head.

"Fancy meeting you guys here," Ben quipped.

"We got to slow it down!" Yang observed.

"Got it," Neptune said as he rose up from his seat and reached for his weapon on his back.

However, the sensors on the Paladin warned Roman of the incoming students. Acting quickly, he charged forward and threw several cars into the air.

"Hold on!" Yang warned Neptune upon seeing the incoming vehicles.

"Uh oh," Neptune said in a bit of panic as Yang revved up her engine and dodged all the cars smoothly, all while Neptune was thrashing his arms like an idiot as he tried to keep his balance.

Once the group was past the cars, Ben looked back as asked, "We're not gonna be held responsible for that, right?"

Ignoring Ben's question, Neptune stood on the bike and pulled out his weapon which transformed into a rifle. Taking aim, he fired a few electric rounds at the Paladin, dealing a little bit of damage. He then twirled his weapon for a bit, transforming it into a spear. Neptune then jumped into the air and transformed his weapon into a trident as he threw himself onto the mech and stabbed it. He used the trident as an anchor to stay on as Roman tried to shake him off.

"Neptune, hang on!" Sun yelled as he stopped to help his partner.

Sun clapped his hands together and activated his Semblance. His hair glowed gold and two clones made of light appeared in front of him. The two clones jumped a few cars before attacking the Paladin, disappearing on impact. Sun then jumped at the Paladin himself with his staff drawn out. Unfortunately, before he could make contact, Neptune was thrown off and into Sun, sending off the bridge.

"Blake, I'm in position!" Weiss said over the Scroll line.

Up ahead, Weiss jumped down from a higher bridge and landed on the freeway that the chase was occurring at. She took a fighting stance as she waited for the time to strike. Seconds before the Paladin would run her over; Weiss struck the ground and formed a layer of ice on top. The Paladin slipped on the ice and crashed into the wall at the edge of the freeway, falling to the base level where Ruby was waiting.

Yang and Ben quickly arrived soon after and parked their vehicles at the edge of the road. The two drivers quickly joined the remaining members of Team RWBY at said edge to join the fight. However, the Team RWBY members stopped when they noticed Ben taking his time scrolling through the Omnitrix.

"What are you doing?" Weiss asked in a annoyed tone.

"Uh, hello!" Ben yelled, "I can't make this jump, so I'm looking for a form that can!"

Not having any of it, Yang shoved Ben off the edge of the bridge faster than Ben could say, "Not cool!" Weiss and Blake gave Yang a strange look before shrugging it off and jumping off the bridge to join the fight.

"Please give me something that can fly, or at least plummet!" Ben panicked as he slammed on the Omnitrix core.

At the base of the bridge, the Paladin made its way over to Ruby, whom was soon joined by the rest of Team RWBY.

"Where's Ben?" Ruby asked.

As if to answer her question, a blob of black and green goo landed in front of the girls. The goo then took shape as a humanoid with a green underbelly and black or green circuits all across its body, the color being the opposite of that of the body part the circuit was located. On the head of the being was the Omnitrix, where the single, circuit eye of the techno-organic organism usually is. Ben had transformed into his Galvanic Mechamorph form, Upgrade.

"You're lucky Upgrade is malleable," Ben said in a computerized version of his human voice.

"Freezer Burn!" Ruby yelled, ignoring Ben's complaint.

Ben, Ruby, and Blake all jumped back while Yang jumped high in the air. At the same time, Weiss created a layer of ice on the ground before jumping back as well. With the sheet of ice now below her, Yang brought her fist down on the ice, breaking it and creating a fog cover. At the same time, the impact sent vibrations that ever so slightly jiggled Bumblebee on the edge of the bridge. No one to give up so easily, Roman activated the laser guided targeting system to allow him to detect the students, even while blinded.

He searched around for a bit, firing a few shots at believed targets. However, he was caught off guard when Ruby burst through the mist, screaming. That moment gave Ruby the perfect chance to attack, allowing her to strike the mech across the front before retreating.

"Checkmate!" Ruby ordered as Weiss and Blake charged forward.

The two girls slashed away at the mechs legs before Weiss used her glyphs to help the two of the pull back when Roman tried to counterattack with some missiles. Even though they put some distance between them and the mech, Roman managed to get a hit on Weiss, knocking her away from Blake. However, Weiss managed to affect Blake with a time dilation glyph. Roman sent another volley of missiles Blake's way, however, Weiss's enhancement allowed Blake to slash all of the missiles out of the air before they were even close to her.

"Ladybug!" Ruby yelled as she ran at Roman.

Ruby sped under the mech's legs before propelling herself back at Roman to slash at his legs. At the same time, Blake rushed in and slashed at the other leg. The two girls went back and forth, slashing away at the mech's legs before jumping above Roman and slashing off the mech's left arm. The two girls pulled back, allowing Yang to jump on the back of the mech and start repeatedly punching the machine.

Roman wasn't going to have any of it, so he jumped back, slamming Yang and himself through two of the bridge support columns before pinning her against a third one. Once Yang was pinned, Roman turned the mech around and punched her through the column. The impact of consecutive destruction of three support columns was enough to tip Bumblebee over on its side, hanging barely off of the bridge.

"Yang!" Blake cried in worry.

"Don't worry," Ruby said as Yang got up, "With each hit she gets stronger, and she uses that energy to fight back. That's what makes her special."

"Shouldn't you be helping too, Ben?" Blake asked.

"Sorry, but Upgrade can't do much without some sort of technology," Ben explained, "and I really don't want to have to use that Paladin."

Thinking he was about to get rid of one nuisance, Roman threw the mech's fist at Yang, but was surprised when she caught the metal arm with her own fist. Looking at Roman with burning red eyes of rage, Yang punched the mech's remaining arm clean off in a million pieces. The impact was just enough to tip Bumblebee off the bridge and land right next to Ben. As soon as he saw the vehicle, Ben would have grinned from ear to ear if he had said facial features.

"Yang, I need to borrow your bike," Ben hollered as he jumped on.

Ben began to reshape his body. He became a liquid, covering every square inch of the bike. As soon as the bike was completely covered, it started to change shape. It became leaner, sleeker, and sharper than ever before and even had the addition of two small guns mounted on the top. The bike was now black with green circuits across it, and had the Omnitrix where the headlight was.

"So that's why you call this form Upgrade!" Ruby yelled in realization.

Meanwhile, having enough of these kids, Roman kicked Yang away, sending her flying right between Ruby and Blake and above Ben.

"Bumblebee!" Ruby ordered.

"Which one?" Ben asked.

"Both of them!" Ruby responded with glee.

"Now you're talking," Ben said as he drove straight at Roman, firing his front mounted guns at the mech.

At the same time, Blake threw her weapon at Yang, who quickly grabbed it as she passed by Weiss, who was getting up. As soon as there was tension on the ribbon, Yang began to run in a circle, using her Ember Celica blasts to propel herself as Blake swung her over to Roman to attack, unfortunately, Roman was able to step back and dodge the attack, even though he was taking fire from Ben.

"We have to slow it down!" Ruby observed.

"And how do you propose we do that?" Weiss questioned.

"Don't worry, I've got this," Ben yelled.

As he continued to drive towards Roman, Ben began to shift and rearrange several parts of Bumblebee. When the job was done, Ben had turned the motorcycle into a humanoid robot. The robot had a slender build and the wheels were located in the heels so the robot could roller-skate. The body was also covered in fins, specifically on the elbows, the shoulders, and on both sides of the head. The final touch was the Omnitix located on face of the robot.

When Ben reached Roman, he fired a grappling hook from his left arm and attached it to the larger robot's legs. He then began rollerblading around Roman, tying up his legs in the grappling hooks wire. At the same time, Ben transformed his right arm into a blaster and fired energy rounds at the mech as he circled it. Seeing what Ben was doing, an idea popped in Ruby's head.

"Ice Flower!" she yelled.

Ruby and Weiss stood side by side. Ruby had Crescent Rose aimed at Roman while Weiss created three glyphs that lined up with the barrel of the sniper rifle. Ruby fired a round, which turned into an ice round the moment it passed through Weiss's glyphs. Upon impacting the mech, the round created large chunks of ice where it hit. Ruby fired several more rounds until the mech was frozen solid. Seeing that the mech was now immobile, Ben stopped in his tracks disconnected the grappling hook from his arm. He then changed his left arm into another blaster, and started to charge both weapons. At the same time, Blake catapulted Yang at the mech one last time, allowing both Ben and Yang to attack the mech at the exact same time. The resulting attack caused the Paladin to fall apart, dropping Roman out of the now nonexistent cockpit.

"Just got this thing cleaned," Roman complained.

Seeing that Roman was now exposed, Ben took the opportunity to fire an energy round. However, before it could make contact, the attack was blocked by the umbrella of the Neapolitan ice cream colored girl from the warehouse, who literally dropped in from nowhere.

"Ladies, Ice queen," Roman said.

"Hey!" Weiss yelled, offended.

"Always a pleasure," Roman continued before adding, "Oh, and Freakshow, what's that species called?"

"A Galvanic Mechamorph," Ben answered, confused.

"Thank you, now I have material to insult my coworkers with," Roman said with a hint of actual gratitude.

"Wait, what do you…" Ben tried to ask, but was ignored.

"Neo, if you would," Roman requested.

The girl now identified as Neo took a bow, as if to say goodbye. However the two criminals just stood there. Losing her patience, Yang charged at them with a scream. She threw one of the meanest punches she had ever thrown, only for the image of her two targets to shatter like glass. Looking around, the group saw the criminals get away in a Bullhead, taunting them from the open door.

"They sure do love their Bullheads, don't they," Ben joked.

"So I guess he got a new henchman," Yang commented.

"Yeah, I guess she really made our plans… fall apart?" Weiss joked, causing both Ben and Ruby to laugh a bit.

"No. Just, no," Yang sighed, shooting Weiss down.

"What? But you do it!" Weiss argued.

"There's a time and a place for jokes," Yang countered.

"Was this not it?" Weiss asked.

"No, it just wasn't very good," Yang said as she walked away.

"Well, at least I'm trying," Weiss stated.

"Still better than Yang's puns," Ben said in defense of Weiss.

"No one asked you, Ben," Yang responded, "And get off my bike."

Not feeling like arguing, Ben quickly transformed the robot back into a bike before peeling himself off. However, as soon as Ben returned to his human form, Bumblebee fell apart into multiple bike parts.

"Speaking of things falling apart," Ben said in an attempt to lighten the mood.

Unfortunately for him, Yang was cracking her knuckles in anger and anticipation. She was definitely going to kill him for that.

"Now, let's stay calm," Ben said as he picked up one of the tires, "We'll collect all the parts, I'll fix your bike as Jury Rigg, and it will be back to normal by tomorrow morning. Okay?"

Conceding, Yang, as well as the other members of Team RWBY, began to pick up the pieces of Bumblebee. However, a thought came to Ruby's mind.

"Wait, where are Sun and Neptune?" Ruby asked.

* * *

Not too far away, Sun and Neptune were eating noodles at one 'A Simple Wok Noodle House'.

"They're probably fine, right?" Neptune asked.

"Probably," Sun responded.

* * *

The next day, Team RWBY made their way to the school's garage, where Ben was working on Bumblebee. They were all expecting Ben to be standing in the garage with a completely repaired Bumblebee. What they found instead was surprising to say the least. In the middle of the room was Ben in a form that appeared to be a humanoid rhinoceros beetle which he called Eatle. Next to him was Bumblebee, still in pieces, and appeared to be missing a tire.

"What the heck?" Yang yelled, "I thought you said you were going to fix my bike!"

"I've been trying for the last couple of hours! I kept turning into aliens I didn't even know I had. Then I got Eatle, and well…" Ben said before coughing up the half-eaten missing tire and transformed back into his human form.

"You are so gonna regret eating that tire!" Yang screamed as she cracked her fists.

"Trust me, I already do," Ben said as he covered his mouth and held his stomach.

* * *

I hope the wait was worth it. Before I go, I have some things I would like to discuss.

First, I would like to thank everyone who reviewed my previous chapters. It really helps to motivate me and I especially appreciate the considerable support I received for my reasons and arguments of leaving out the Ultimatrix. Unfortunately, there are some people out there that fail to see my point and as someone who can't leave an argument that I am passionate about untouched, I need to address these things, especially since some of these people are outright demanding me to include the Ultimatrix.

Now, I've already explained my reasons for favoring the Omnitrix in relation to the underlying message the series conveys in the previous chapter, so I wouldn't go into that again. My other reasons for leaving out the Ultimatrix is that it just makes for better writing, at least in my opinion. Now, I love the Ultimates as much as the next guy, but they can feel like a Deux Ex Machina at times. My favorite instance of this was with Ultimate Cannonbolt's debut, where he was on screen for less than a minute before the episode ended, and his inclusion didn't even make that much sense since his armor was enhance, but all he really did was keep Kevin and Pandore in a closed space so Kevin could get Pandore back into his suit. When I write my fight scenes, I want Ben to win because of his wits and creative use of his powers, like how he wins in most cases outside of Ultimate Alien. If he had the Ultimatrix, all he had to do was go Ultimate and overpower his opponent, which to me doesn't seem very fulfilling for Ben as a character. Gwen to Ben something once, "You're still a hero, even if you can't go hero," and I think that applies here too. Ben can still be the ultimate hero, even if he can't go ultimate.

In addition, people kept arguing that the Ultimatrix is overall a better functioning device; was needed to beat certain threats; and was the actual endgame device for Ben in his most updated future self. As someone who considers himself a bonefied Ben 10 fan who has dedicated hours digging into the lore and memorizing scripts and lines, that is something I cannot leave alone. First, people claimed that the Ultimatrix does not time out and it does not mistransform. The Ultimatrix does time out, it just doesn't seem like it since the iconic beep was missing from the McDuffie iterations. When ever Ben transforms back to human without touching the dial, that is him timing out since the hands-free default form transformation feature wasn't added until Azmuth built the new Omnitrix. Plus, the timeouts have always been a bit inconstant, so a longer time limit is not very good evidence either. As for mistransforming, there are many cases of the Ultimatrix mistransformed. This one from the episode when they were after the last piece of the Map of Infinity is my favorite. "Lasers call for Chromastone. #transforms# Humungasaur! #beat# If you're not gonna give me the right guy, why do you even have a dial?" And this instance can't be chalked up to the Ultimatrix making a judgement call, because everyone and there mom knows that Chromastone was much better suited for the job. The next misconception I want to rectify is that the Ultimatrix was not absolutely necessary for Ben to beat certain threats. Many of the threats he faced were ones he had faced before without the Ultimatrix and won against, such as Vilgax, Zombozo, and Vulcanus; and again, he beat them with his wits instead of pure strength. Finally, if you've paid any attention at all to the series and have even the most basic understanding of the Many Worlds Theory, you would know that were three different versions of Ben 10000 seen, the original series version, the Ultimate Alien version, and the Omniverse version which is the current and true endgame version. The original series version is where Ben never took off the original Omnitrix. The Ultimate Alien version is where Ben never got the new Omnitrix and kept the Ultimatrix. The Omniverse version is what happens to Ben after the end of the series where he passes the new Omnitrix to his son Kenny and builds the Biomatrix, which is capable of fusing alien forms. There is also the misconception that OS and OV Ben 10000 are the same due to Kenny being there, but they are clearly not since the new Omnitrix is present and Kevin was clearly a good guy for a while in the OV version of the future (seriously, someone needs to fix those Wikia pages). On a side note, the Biomatrix actually is even better at conveying Azmuth's views on universal peace and coexistence by literally bringing different species together and making them stronger without (Somebody put some of this stuff on the tv tropes fridge pages for Ben 10). And remember, if you're going to be making claims about the Ben 10 mythos, make sure you get your facts right and provide evidence, because I can and will nerd out on you!

Sorry, I just really needed to get that off of my chest. I did not mean to make that this long. In the future, if you going to leave some sort of complaint in the reviews, please use an account so I can address the issue with you personally and not drag everyone else into these arguments. Even if you don't have a complaint, I would reviews on accounts since it lets me communicate with you guys on a one-to-on level and I would love to get to know you guys who are reading my work.

I also have some unfortunate news. Due to stuff happening IRL, I'm not getting as much time to write as I would like. This may result in update becoming even slower.

In the meantime, check out some of the other stories I've done. And if you like crossovers involving Ben, I recommend the story, "Avengers: Assemble" by TvFan2244. It's a great story with loads of cartoon heroes from the 2000s and 2010s.

Leave a review if you liked what you read. It helps keep me motivated.


	14. Chapter 14: Homecoming

Hey guys, sorry this took so long. Life just kept getting in the way. Hopefully, you can find it in your hearts to forgive me for taking so long. Then again this is the internet.

A heads up, this is the first, meaningful chapter of completely original content, so I hope you enjoy it. Just know that I've been watching a lot of Sonic Boom lately, so my writing might be a bit more self aware than usual. Hopefully, I don't offend anyone with my jokes. Who am I kidding? This is the internet.

Without further ado, the disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

* * *

Chapter 14: Homecoming

Things had only been getting weirder for Ben, and that was saying something. Ever since his last encounter with Roman, Ben couldn't get their last conversation out of his head. Why was Roman so interested in Galvanic Mechamorphs? He said that he needed to know the name of the species so he could insult his co-workers. Did that mean he was working with a Mechamorph? It didn't make any sense.

"Hey, Ben, are you okay?" a familiar voice said behind him as he walked through the dorms.

Turning around, Ben saw Ruby, the rest of Teams RWBY and JNPR, as well as Sun and Neptune behind him.

"Yeah, I just have a lot on my mind," Ben said as he stopped at his dorm to go in.

"Mind if we come in? You look distressed," Weiss asked.

"Knock yourselves out," Ben answered as he went inside.

When he stepped through the door, Ben noticed he was receiving a call on his dimensional communicator. He quickly walked to his desk and answered the call, forgetting all of his worries when a very familiar face appeared on the holographic screen. The person on screen was an elderly human man. His hair was white from age and his eyes were squinted. He was a bit on the chubby side and wore a red, tropical shirt covered with a floral print. It was the man Ben admired most of all.

"Grandpa Max!" Ben cheered in excitement.

"Good to see you too, Ben," Max said with a smile," How have you been?"

"I'm great! Though, I have to ask, why are you calling?"

"Well, with you spending the last couple of months in another dimension, the Omnitrix hasn't been getting its usual software updates through wireless transmission," Max explained.

"Huh, I thought it has been mistransforming a bit more often than usual," Ben remarked.

"So now Azmuth has to come by to give the Omnitrix its updates manually," Max continued, before putting on a more serious express, "Also, there's something I think you need to see."

"Sure thing, Grandpa, but how am I going to get to Earth?" Ben asked.

"Don't worry, we have it covered. Just wait at the school's courtyard and we'll take care of everything," Max responded with a warm smile, "You can even bring your friends along if you want to."

"Sure thing, Grandpa. See you soon," Ben said as he hung.

"What was that about?" Yang asked.

"Grab your things, everyone!" We're going on a roadtrip!" Ben exclaimed.

"A roadtrip? Where?" Jaune asked.

"Home," Ben answered.

"Isn't that paradoxical?" Neptune questioned.

* * *

A few minutes later, Team RWBY, Team JNPR, Sun, Neptune, and Ben were all gathered in the courtyard. They stood there for a minute before a flash of light appeared in front of them. When the light dimmed, there was a white and green building with what appeared to be a giant smoothie cup acting as the center of the building with the words 'Mr. Smoothy' written across it.

"Of course, the cross-dimensional Mr. Smoothy!" Ben yelled.

"The what?" everyone else asked.

Before Ben could answer, the front door opened, revealing Ben's plumber partner, Rook Blanko.

"Ben!" Rook called out as he stepped outside.

"Long time no see, partner," Ben said as the two shared a fist bump before turning to the Remnant residents, "This is my partner, Rook. He's a bit weird, but he's cool."

"Must you say that every time you introduce me to friends whom I have not met before," Rook jokingly mocked him before addressing the others, "I am Rook Blanko. It is a pleasure to meet all of you. Thank you for putting up with my partner's antics."

"Okay, that was just plain uncalled for," Ben yelled as he held open the door to the Mr. Smoothy, "Everybody in."

Once everyone was inside, they were greeted by the owner of the cross-dimensional Mr. Smoothy, Professor Hokestar. He was a humanoid alien with green skin, red hair, a mustache, and four arms. He wore a red suit and matching top hat and had golden stars and goggles.

"Benjamin, my boy, it's good to see you again," Hokestar cheered at the sight of his semi-regular customer and occasional sponsor, "I it seems you brought customers. May I interest any of you in a smoothie?"

"Sorry professor, maybe later," Ben apologized, "We just need a ride."

"But of course, anything to my most loyal customer," Hokestar said as he went to the back where the controls were.

"Unfortunately, that is not saying much," Rook said off handedly.

After a few seconds, a pinwheel shaped, rainbow colored, aura could be seen outside the store's windows. The light soon faded, leaving the view of a moderately busy city street.

"What was that?!" Jaune yelled in a panic.

"There is no need to panic, that was simply a pinwheel inter-dimensional aura," Rook explained.

"What?" Nora asked obliviously.

"It just means we've traveled through dimensions," Ben explained in layman's terms, "Thanks for the ride professor! We'll be sure to buy something on the return trip!"

"And I await for your return!"

When the group stepped out of the store, they saw a city of multiple skyscrapers and surprisingly blue skies. The store itself was lodged in the corner of one of the skyscrapers despite looking like a standalone building. The streets were felled with people, all with a look of relative content on their faces. And the best part, not a single hint of a Grimm to be found.

"Everyone, welcome to Bellwood!" Ben cheered.

"Impressive," Ren complemented.

"I must say, this is quite a wonderful city," Pyrrha added.

"Well, when you don't have mindless monsters constantly attack your civilizations, it makes it pretty easy to build them big and wide spread," Ben explained.

"But Ben, Bellwood still gets attacked by mindless monsters, as well as common and alien crooks, on a fairly regular basis," Rook argued.

"That was after civilization was established and Earth had alien contact," Ben countered.

"Fair enough," Rook agreed.

"So, how do we get to this 'Plumber Base' of yours?" Yang asked.

"The honor is yours," Rook said with a smile.

"Thanks," Ben responded before bring the Omnitrix to his mouth, "Ben to Plumber Base, twelve to teleport."

No sooner after he spoke, the group found themselves enveloped in a green light. When the light faded, they found themselves in front of a large, metal sheet and faced with a device resembling a laser blaster operated by two Galvan. The Galvan, of course, were none other than Blukic and Driba, the tech-support crew of the Earth Plumber Base.

"You are now arriving at Plumber Base," Blukic read off of a Galvan sized clipboard, "Barf bags are on your right. Any lingering dizziness is perfectly normal."

Upon hearing this, Jaune (who was a dark shade of green at this point) quickly grabbed a barf bag and hurled into it like there was no tomorrow.

"There, there, Barf Boy," Yang said in a comforting manner as she patted Jaune on the back.

"I can't believe it!" Nora yelled as she pressed her face to a nearby window, "We're in a space station! In space!"

"That is what the name entails," Rook commented.

"Since when did you get so good at making deadpan jokes," Ben asked suspiciously.

"I am your partner and a Plumber assigned to Earth. It is only natural that I learn a few of the customs of this planet."

"Whatever," Ben said, waving off the topic with a free hand, "Let's just find Grandpa. I promised to give the guys a tour of the base and Bellwood after this."

As the group made their way through the base, Sun noticed something odd about Blake. She was quiet. Well, quieter than usual. He thought that she would have had some sort of reaction to all of the things they've seen in the last few minutes.

"Hey, Ruby," Sun whispered, "Does Blake seem a bit more dark and brooding than usual to you?"

"Well, now that you mention it…" Ruby started, but was cut off by Ben.

"Grandpa Max! Azmuth!" Ben yelled as he began to run.

However, his sprint was cut short when a barrier of pink energy appeared in front of him. Unable to stop in time, Ben crashed face first into the wall and was pressed flat against it.

"Don't we get a greeting?" a familiar female voice said behind Ben.

Turning around, Ben saw two people who he considered some of his closest friends in the Omniverse. One of them was a girl his age with a blue, cat tee-shirt, a blue plaid skirt, blue glasses, and short, red hair. The boy next to her was one year Ben's senior and had torn jeans, a black, torn tee-shirt with a grey long-sleeved shirt underneath, holsters, and a black mullet. They were none other than Ben's cousin Gwen and her boyfriend and his best friend Kevin.

"Kevin! Gwen!" Ben yelled as he ran up and gave them a group hug, "Any more surprises?"

"Guess who," yet another voice said as a pair of hands fell over Ben's eyes.

"Is that the future Mrs. Tennyson I hear?" Ben half joked.

"Wait, what?!" Ruby yelled in surprise.

"I thought you said you would stop saying that," the owner of the voice said as she removed her hands from Ben's face.

Turning around, Ben came face to face with a Native American girl his age. She had black hair pulled into a ponytail, dark skin, and brown eyes. She wore an outfit fit for an archeologist, consisting of a red and peach sweater, green shorts held up by multiple belts, a pair of brown boots, and brown gloves. It was not other than Ben's girlfriend, Kai Green.

"What? Can't a guy tease his girlfriend about an incident where a time traveler claimed that the two of them were married in the future?" Ben asked jokingly, "Besides, what are you doing here anyway?"

"My grandfather was a Plumber too, remember?" Kai explained.

"Kai here has become a leading member of the Plumber's Alien Artifact Analysis Agency, studying all of the prehistoric alien interactions on Earth," Max added.

"Really? That's great!" Ben yelled as he pulled his girlfriend into a hug.

Upon seeing this girl so close to Ben, the Remnant residents had varying looks of complete confusion and disbelief. Ben smirked at their reactions before he addressed their thoughts.

"What? Did you guys honestly think a guy as awesome as me couldn't get a girlfriend?" Ben asked mockingly, his arm still around Kai.

"Well, no…," Ruby admitted.

"We just never considered you actually had one," Ren explained.

"Is that so?" Rook injected, "Truth be told, Ben is rather popular with females of multiple species. Including Miss Green, Ben has had some sort of romantic attachment with seven humans, one of which was a much older married woman with a son only two Earth years younger than himself…"

"Ew," the Remnant residents said in unison.

"In my defense, it was nothing serious," Ben added.

"… a human construct generated by a prototype of the Omnitrix…" Rook continued.

"Long story," Gwen mentioned.

"… a Tetramand princess…"

"Who was Kevin's unwanted fiancée before he pawned her off on Ben," Gwen added.

"Another long story," Keven waved off.

"No it's not, the whole thing could be explained in twenty two minutes," Ben countered.

"… an Incursian Princess…"

"Who has tried to kill me multiple times," Ben defended.

"… and a Kraho Cheiftan," Rook finished, "Although, it should be noted that that most of the alien suitors were more interested in Ben's alien form of their respective species than Ben himself."

"Wow, talk about a Casanova," Neptune commented.

"This coming from the Casanova wannabe?" Blake enquired.

"And a retract my previous statement," Neptune said quickly.

"Ahem," Azmuth yelled, pretending to clear his throat, "As 'interesting' as this conversation is, can we please get to what is really important here? Mainly the Omnitrix's software updates and the important intelligence we called Ben in for in the first place?"

"Right, sorry!" Ben yelled as he ran over to Azmuth, who was standing on one of the nearby computers, and held out the Omnitrix.

"Rook, why don't you take Ben's friends on a tour of the base?" Max suggested, "These software updates are going to take a while. We'll call you back when Ben's updates are complete."

"Of course, Magister Tennyson," Rook saluted before turning to Gwen, Kevin, and Kai, "Care to assist me?"

"I don't see why not," Gwen answered.

"I guess," Kevin responded, though his eyes gave off a hint of suspicion.

"Sorry," Kai apologized, "I'm still on the clock. I'll catch up with you guys later."

"Understood," Rook nodded before leading the group through the base.

The group from Remnant saw many things they never knew existed. First was the command center, which was filled to the brim with aliens. Each species was unique with various shapes, sizes, and colors. Granted, there were still a good number of humans present. The strange thing was that many of the aliens looked similar to some sort of animal that could be found on Earth or Remnant, such as Magister Patelliday whose head resembled an anglerfish and Jerry from Inhuman Resources who resembled a mole with an admittedly fashionable mustache.

Other locations included Blukic and Driba's lab, which was currently a war zone, and the prison. In the lab, the two Galvan somehow caused a prototype laser cannon to start firing off randomly, leaving the two of them to run for cover. The good news was that Ruby was able to stop it with a single slice using Crescent Rose. The bad news was that Blukic and Driba had to rebuild the prototype from scratch. In the prison, there had a variety of prisoners behind reinforced glass cage doors. Prisoners ranged from the bad boy, human, gang leader Fisttrick to the alien, gang leader and servant-for-hire Psyphon. As they walked by the individual cells, Ruby tapped Rook's shoulder to ask a very odd question.

"Hey, Rook," Ruby asked, "How long have Ben and Kai been a thing?"

"Not long, actually," Rook answered, "The two of them only started dating a few months before we went on our intergalactic roadtrip."

"They do have a pretty complicated history," Gwen explained, "They first met when we were ten and it was pretty much love at first sight for Ben. Unfortunately, this was also around the time Ben got Blitzwolfer and Kai was only interested in that alien form. She wanted to train him like a dog."

"Ouch, talk about harsh," Jaune commented.

"Been rejected a few times yourself?" Nora asked jokingly.

"Why must everything I say turn on me?" Jaune yelled at the ceiling.

"Six Earth years later, the two of them met up again for Plumber business," Rook continued, "From then on, they grew to respect each other a bit more before tangling the string, although they were at each other's necks most of the time."

"I think you mean 'tying the knot,' man," Kevin interjected, his gaze not leaving the group from Remnant.

"Okay, what is your problem?" Weiss yelled, tired of Kevin constantly staring at them.

"I feel like I've seen you guys somewhere before," Kevin explained, stroking his chin.

"That's ridiculous, Kevin," Gwen said as she held up her hands in front of her, letting them and her eyes glow pink, "They're from another dimension. Plus, I'm sure I would have recognized Mana signatures as strong as theirs."

"Actually, I must agree with Kevin," Rook said as he held a his personal scanner to Ruby's face, "There is something oddly familiar about these people that I cannot comprehend."

After a few seconds of scanning Ruby, Rook's scanner displayed the results of its scan on its holographic screen. Its findings were surprising to say the least.

"Kevin, I believe I found the reason for our guests' strange sense of familiarity," Rook said as he put away his scanner and pulled out his personal, Plumber issue tablet.

"And?" Kevin pressed.

Rook simply kept quiet as he turned his tablet to face the rest of the group. On it was an internet page of a website known as Youtube with a video playing titled 'RWBY Chapter 1: Ruby Rose'. The video played the events that transpired when Ben first arrived in Remnant, with the only difference being that Ben was not involved in any of the events. When the video reached its end, it displayed both Teams RWBY and JNPR alongside Professors Ozpin and Goodwitch in an admittedly stylish sequence. To say that everyone was shocked was an understatement.

"I would appear that they are the very same individuals from the web show in you introduced to me last month," Rook explained as he put away the tablet.

"Okay, this makes like zero sense," Yang said as she tried to collect her thoughts.

Before anyone could even create a theory for this strange discovery, Rook, Gwen, and Kevin all noticed they received a message on their Plumbers badges. Ben's updates to the Omnitrix's software were apparently finished right as they made this revelation and they were being called back to discuss the other matter Ben was contacted for.

Once everyone was back in the command center, Azmuth prepared a presentation of sorts for them. However, everyone was still talking about the weird web show that apparently told of the events going on in Remnant. When Ben was told about this, he was as shocked as everyone else. Having enough of the group's foolishness, Azmuth decided to put their worries to rest.

"You humans and Faunus can really be dim, can't you," Azmuth huffed, "With infinite universes, there are infinite possibilities. If someone can imagine it, there is a universe where those events exist and vice versa."

"So, there is a very real possibility that this universe that we live in could very well be a simple television show in another universe?" Rook asked.

"Of course! And there is also a likely chance that that show has a rabid fanbase that criticizes everything that happens in and to it, from art direction to retcons to story events," Azmuth answered, "Now, can we please move on to the actually important matter at hand."

"Right, sorry," Ben said, rubbing his head in embarrassment.

Finally having everyone's attention, Azmuth pulled out a remote from his sleeve and used it to activate a holographic projector he had on the desk. On the screen was a video of a boy who looked like an eleven-year-old Ben sweeping the street of what appeared to be a miniature city, in which most of the buildings would only be suitable for Galvan. The boy had white hair, red eyes, and wore a red tee-shirt with a black strip down the middle and around the head and arm holes, as well as grey cargo pants and a brace on an arm and a leg. It was none other than Azmuth's former assistant, Albedo.

"So you called me here to watch Albedo do community service on Galvan Prime," Ben summarized sarcastically.

"Why does he look like a young Ben with reverse colors?" Neptune asked.

"Long story," all the Plumbers answered simultaneously.

"Is everything a long story with you guys?" Sun complained.

"Just keep watching," Azmuth insisted.

After a few seconds, a black and red meteorite crashed not too far from where Albedo was sweeping. Meteorite then changed shape, becoming humanoid. The figure was large and bulky, with clawed hands and a spiked, hutched back. Its body was covered in red markings that resembled a cross between circuits and tattoos, with one set forming a circle on the head, resembling an eye. The most disturbing feature had to be the cross shaped cavity just below the eye that appeared like a pair of fanged jaws thanks to the shape of the head. It was none other than the rouge Galvanic Mechamorph, Malware.

Malware approached Albedo, transforming his right arm into something resembling Rook's prototool. He aimed the weapon and Albedo's head and prepared to fire, but stopped when Albedo appeared to speak. When Albedo finished, Malware waited a second before blasting the camera, cutting off the video.

"What's Malware doing back? I thought Albedo turned his corpse into a set of Mechamorph Armor for Vilgax!" Ben yelled, slamming his hands on the control panel.

"It seems that your most recent encounter with Vilgax has revived him. Afterwards, he went after Albedo as revenge for turning him into a tool," Azmuth explained, "However, it seemed he managed to convince Malware that they have a shared enemy, you. The two of them then went off world to find you, but not before stealing some of my equipment so Albedo could repair his Ultimatrix."

"So now I have to stomp them, right?" Ben asked.

"Not exactly," Max interjected, "Neither of them knew where you were, so they broke into Plumber Base and stole a copy of your most recently updated Plumber File. When they found out you were in another dimension, they broke into the vault and stole the Quartz Cannon that sent you to Remnant. In addition, they broke out the best huntsman they know and stole his personal tool, the Nemetrix.

"As soon as they got the Quartz Cannon, Malware absorbed it and sent them straight to Remnant," Azmuth finished.

"Are you kidding me? Now Malware, Albedo, and Khyber are all loose in Remnant just to get at me!" Ben yelled in frustration.

"We know, that's why we contacted you and suggested you bring some friends," Max explained, "You need to know what to expect."

"I got it," Ben said after taking a breath, "Thanks, grandpa, Azmuth. I won't let you down."

"You rarely do," Azmuth said with a smile, "Not to say you don't occasionally."

"Yeah, I kind of deserved that," Ben laughed as he rubbed the back of his head.

"So, are we still up for that tour of Bellwood?" Ruby asked.

"Maybe another time," Ben apologized, "I think we could all use some rest."

"Can we please not use the teleporter?" Jaune begged.

"We can take my Proto-TRUK," Rook said as he led the group to the hanger.

"Ben," Kevin called out, "You be careful in the future. All these guys are trouble on their own, but their bad news together.

"Don't worry, I've got this," Ben said reassuringly.

"Just be safe, Doofus," Gwen said with a kind tone.

"Of course, Dweeb," Ben answered as he gave his cousin and best friend a last goodbye hug before catching up with the rest of the group.

* * *

Well, that's that. I hope that helped answer some of the questions that have been plaguing you since the end of chapter 10. Not to mention, that little tidbit about my Omniverse theory. I'll try to catch up with my writing, so please hang tight until then. Please leave a review if you liked it.


	15. Status Update

**Hey everyone, Animan here. Just came to tell you all I'm not dead. I know it has been months since I last updated this story, and I can't feel anymore guilty about it. I have just been having a lot of trouble finding time to write for this story and my beta is having some issues getting back to me on edits and revisions. The thing is, until recently, my beta and I have been in close contact. However, communication has become difficult due to distance and service problems, as well as personal business. I care about this story too much to just post chapters as soon as I finish writing them and I feel like my beta is the only person I can truly trust to make sure they are of top quality. Because of that, updates for this story are going to be extremely slow, with potentially months between updates until we can get these communication and personal problems solved.**

 **I do have good news. The next chapter is already written and I'm already working on the one after that. In the meantime, check out my profile. I have loads of other stories available and I've been experimenting with other projects, so give them a look if you feel inclined.**

 **I guess that's everything. I really appreciate all your support with this, so please don't remove this story from your follows and favorites, it helps keep me motivated. I'll see all of you the next time I post something.**


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